Common use of CHARGES AND PAYMENT Clause in Contracts

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 40. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇Act 1998. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 40. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 7.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, Customer shall pay BAE Systems the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreementapplicable Order. Each BAE Systems will invoice will include such supporting information required the Charges in accordance with the applicable Order and the Customer shall pay all Charges within 30 days of the date of BAE Systems’ invoice, without any set-off, counterclaim or deduction. If any sum payable to BAE Systems is not paid by the applicable due date, BAE Systems may, without prejudice to any other remedy and without liability to the Customer: (a) charge interest before and after judgment on such overdue sum on a day to day basis from the due date until paid in full at the lesser of 1% per month or the maximum rate permitted by applicable law; and/or (b) suspend the provision of Services and/or any licence or right of use granted to the Customer to verify under an Order upon 10 days’ prior written notice, until paid in full. 7.2 Where the accuracy Customer’s accounting system requires the issuance of purchase orders, the Customer shall issue purchase orders in a timely manner in advance of the invoice including but not limited date of issue of the applicable invoices and BAE Systems may, without liability to the relevant Purchase Customer, suspend supply of the Products and/or Services if at any time it is not in possession of sufficient purchase order cover; however each Order number shall constitute a binding agreement notwithstanding the absence of a purchase order from the Customer. 7.3 The Customer may withhold payment of an invoice disputed in good faith only if the Customer provides BAE Systems with written notification of such disputed invoice (with justification in sufficient detail to enable BAE Systems to investigate) along with payment of any undisputed portion within 30 days of the date of the applicable invoice. BAE Systems will not exercise its rights under clause 7.1 if the Customer disputes the applicable invoice reasonably and in good faith and cooperates diligently to resolve the dispute. Upon resolution of the dispute the Customer shall pay any resolved amounts within seven days. 7.4 Unless otherwise stated in the applicable Order, the Charges exclude travel, subsistence and materials expenses which will be charged to the Customer in addition at cost. An administration fee of up to 10% may be charged where a detailed, itemised breakdown of the Services supplied in the invoice periodexpenses is required. 6.3 In consideration of 7.5 The Charges do not include sales, consumption, use, VAT, GST or other similar taxes, customs duties, excise taxes, and regulatory and other fees or surcharges relating to the supply of the Products and/or Services by (“Transaction Taxes”) now or hereafter levied, all of which shall be invoiced to the SupplierCustomer in addition to the Charges. If payment of any Charges is subject to any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under applicable law (“Withholding Taxes”), the Customer will gross up its payment to BAE Systems such that the net amounts received by BAE Systems after all deductions and withholdings will be not less than what would have been received in the absence of those Withholding Taxes. If BAE Systems is required to pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld Transaction Taxes or reduced by Withholding Taxes, the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract shall reimburse BAE Systems for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rateamounts. The Customer willhereby agrees to indemnify BAE Systems for any Transaction Taxes, following the receipt of a valid VAT invoiceWithholding Taxes and related costs, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedinterest and penalties. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless ▇▇▇▇ agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effect as 11.3 to 11.9 of this Agreement. (c) In this clause 11.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. ‌ 6.1 The installation and recurring Charges for the Services will be as Service are set out in the Purchase Order or Award Letter, Form. Other ad-hoc and will ancillary Charges may be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing incurred by the Customer. Such ad-hoc charges include remote hands fees, out-of hours or incorrect call out fees, administration charges for moves, adds or changes or other charges notified by TPG from time to time. Such ad-hoc fees will only be charged when the Charges will include every cost and expense Customer has been advised of the Supplier directly or indirectly incurred fees in connection with advance of ordering the performance of service that leads to the Servicesfee. The Customer’s obligation to pay for the Service will accrue on and from the Service Commencement Date. 6.2 The Supplier TPG will invoice periodically issue to the Customer an invoice for the Service and the Customer must pay each Invoice in Australian dollars within 30 days of the Invoice Date (Due Date). The Customer agrees that TPG may use a Related Body Corporate of TPG to perform billing and collection services for TPG in relation to Invoices and that amounts invoiced by and paid to that Related Body Corporate shall be treated as specified in payments under the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of To the supply of extent that it is not precluded by regulation from doing so, if TPG has omitted Charges from an Invoice for any reason, TPG may include such Charges in a later Invoice. 6.4 There is a presumption that records held and logging procedures adopted by TPG or any other third party provider with which the Services by TPG Network is interconnected are correct and that the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced Charges have been incurred and are payable by the Customer in the event absence of unsatisfactory performance without prejudice manifest error. 6.5 If the Customer disputes the validity of any Charges in an Invoice: (a) The Customer must notify TPG in writing of the reasons for the dispute within 30 Business Days of the date of that Invoice; (b) The Customer must pay the full amount of the Charges in the disputed Invoice unless the Customer has notified TPG in writing of the reasons for the dispute by the Due Date of that ▇▇▇▇▇▇▇ and will pay the undisputed portion of the Charges in the Invoice by the Due Date of that Invoice; (c) TPG will endeavour to give the Customer a determination on the dispute within a reasonable time of receiving the Customer’s other rights notice of dispute and remedies under this Agreement.TPG shall keep the Customer informed as to the expected timeframe for finalisation; 6.4 Where (d) where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure determination is that a provision disputed amount is included in payable to TPG, the Customer shall pay such sub-contract which requires payment to be made amounts within 5 Business Days of all sums due by receiving notice of the Supplier to determination; and (e) if the sub-contractor within a specified period not exceeding 30 days from Customer disagrees with the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which determination, the Customer will be charged at entitled to engage the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplieddispute resolution mechanisms set out in clause 18 below. 6.6 If there is a dispute as to the amount invoiced the Customer fails to pay when due any amount, TPG will pay be entitled to: (a) charge interest on the undisputed amount. 6.7 If a payment of an undisputed overdue amount is not made (both before and after judgment), at the cash rate set by the Customer by the due date, then the Customer Reserve Bank of Australia. This interest will pay the Supplier interest at be calculated daily and compounded every 30 days; (b) impose a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified charge to cover its reasonable expenses and costs incurred in enforcing any failure or delay in the Late Payment payment (including the cost of Commercial Debts engaging a debt recovery agent); and (Interestc) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply provision of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums Service in accordance with clause 15.210 below.

CHARGES AND PAYMENT. 6.1 The Charges for 8.1. All payments to the Services will Supplier shall be as processed strictly in accordance with the provisions set out in this 8.2. The Supplier shall issue an invoice to the Customer for confirmed disbursements to the Recipients; including relevant Purchase Order or Award LetterCharges calculated in accordance with the Reference Charges set out in Schedule 2. The Purchase Order Charges shall be exclusive of all taxes. 8.3. Each invoice shall relate to one Purchase Order and must cite the unique reference of the relevant Purchase Order, and will must clearly state the Supplier’s bank account details per Clause 8.8. 8.4. Disbursements shall be regarded as complete once verification has been provided to the full and exclusive remuneration Customer that the disbursement has been received by the designated Recipients. Such verification shall be by the signed Payment Form as per Clause 5.2(h). 8.5. The Supplier shall procure that each Recipient signs the Payment Form on receipt of the relevant disbursement. Any dispute as to whether a disbursement is completed shall be dealt with in accordance with the dispute resolution procedure in Clause 355. 8.6. If the invoice is not satisfactory to the Customer, the Customer shall return the invoice to the Supplier in respect of for correction, detailing the performance of reasons for any correction that the ServicesCustomer deems necessary. Unless otherwise agreed in writing If the Supplier agrees with the corrections suggested by the Customer, the Charges will include every cost and expense of Supplier shall return an amended invoice to the Customer within three (3) Business Days. Any dispute as to the invoice shall be dealt with in accordance with the dispute resolution procedure in Clause 355. 8.7. All payments as between the Supplier and the Customer pursuant to this Agreement shall be exclusively processed by bank transfer. Under no circumstances will payments in cash be made between the Parties. 8.8. The Customer shall initiate payment of each undisputed invoice submitted to it by the Supplier within thirty (30) Business Days of receipt to the bank account details below: Account Name: Account Number: SWIFT Code: Bank Details: 8.9. The Customer shall ensure that all moneys transferred in accordance with Clause 8.7 are provided and transferred in compliance with applicable anti-money laundering and counter-terrorism laws (and in particular that they are not, and do not represent whether directly or indirectly incurred the proceeds of criminal or terrorist activity). 8.10. If the Customer requests a correction in connection accordance with Clause 8.6 and the Supplier agrees to such correction, the Customer shall initiate payment of the corrected invoice within thirty (30) Business Days of receipt to the bank account details in Clause 8.8 above. If the Supplier does not agree to the correction and the dispute resolution procedure is initiated in accordance with Clause 8.5, the Customer shall pay any amounts due to the Supplier under the disputed invoice within thirty (30) Business Days of the resolution of the dispute or in accordance with any arbitral award (as applicable). 8.11. Without prejudice to the Customer's obligation to pay the Supplier's invoices, and provided it complies with this Clause 8, the Customer is not responsible nor liable for any delays from the Customer’s bank account to the Supplier’s bank account caused by events outside its control, nor by any reasonably unforeseen due diligence, security, or other checks undertaken by any banking institution involved in the transit of funds, or requests for further information by any banking institution involved in the transit of funds, or by any other Authority whatsoever. 8.12. The Customer undertakes to inform the Supplier within 48 hours of any delays to the arrival of funds into the Supplier’s bank account, insofar as such delay is known to the Customer. 8.13. The Customer will provide reasonable assistance to any banking institution involved in the transit of funds from the Customer to the Supplier, or to any other Authority, to ensure arrival of funds into the Supplier’s bank account. 8.14. The Customer will ensure that all relevant information is provided and any and all reasonable requests for further information or clarification on any transfer by any banking institution involved in the transit of funds from the Customer to the Supplier, or by any other Authority, and with the performance of the Servicesutmost efficiency and effectiveness. 6.2 8.15. The Supplier will invoice agrees to pay bank fees charged only by its own bank account and the Customer as specified in the Agreement. Each invoice will include such supporting information required agrees to pay all other bank fees arising from payment transfers by the Customer to verify the accuracy Supplier. 8.16. The Supplier agrees to inform the Customer of non-arrival of funds into the invoice including but not limited Supplier’s bank account within a reasonable timeframe. 8.17. The Customer and the Supplier agree to the relevant Purchase Order number and act in a breakdown of the Services supplied co-operative manner to resolve any delays in the invoice periodarrival of funds into the Supplier’s bank account. 6.3 In consideration of the supply of the Services by the Supplier, the Customer 8.18. The Supplier will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by inform the Customer in the event writing of unsatisfactory performance without prejudice any change to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.nominated bank account per Clause

CHARGES AND PAYMENT. ‌ 6.1 The Charges In consideration for the provision of the Services will by the Company, the Customer shall pay the Charges to the Company. 6.2 Subject to clause 6.3, Charges shall accrue from Delivery. 6.3 If we are unable to make the Services available for use by the Customer or deliver the Deliverables in accordance with any agreed dates/ timescales for provision of the Services or delivery of the Deliverables as a result of any act or omission of the Customer (including but not limited to any failure by the Customer to implement any steps required in order to facilitate such Delivery), Charges shall accrue from the date on which we notify the Customer in writing that we are unable to Deliver the Services and/or Deliverables or sixty (60) days after Commencement Date, whichever is sooner. 6.4 The Customer agrees that if, at any time during the Term, it exceeds the Annual Revenue Limit and/or the Maximum Number of Products, the Company shall be entitled to charge, and the Customer shall pay, an additional monthly platform subscription charge as set out in the Purchase Order Form or Award Letter, and will be the full and exclusive remuneration Company’s price list (as amended from time to time). 6.5 The Company may increase the Charges on each anniversary of the Supplier in respect Commencement Date, provided always that any such percentage increase shall not exceed that of the performance of CPI in the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicespreceding 12-month period. 6.2 The Supplier will invoice the Customer as specified 6.6 All Charges are invoiced quarterly in the Agreement. Each invoice will include such supporting information required advance and (save for any amounts disputed by the Customer to verify acting reasonably) shall be paid by the accuracy Customer within thirty (30) days of the date of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied (“Due Date”) by bank transfer or such other means as set out in the invoice periodOrder Form, without any set off, restrictions, conditions, or withholding sums. 6.3 6.7 In consideration of the supply of event that Customer disputes any invoice (or part thereof), the Services by the SupplierParties shall negotiate in good faith to resolve such dispute. Notwithstanding any dispute, the Customer will shall pay any undisputed portion of the Supplier applicable invoice in accordance with the invoiced amounts no later than 30 days after receipt payment terms set out in clause 6.6. 6.8 All sums due to the Company are exclusive of a valid invoice value added tax and any other applicable sales tax or duty, which includes a valid Purchase Order number. Payments may shall be withheld or reduced paid by the Customer in the event of unsatisfactory performance without prejudice subject to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt delivery of a valid VAT invoice, at the rate and in the manner, prescribed by law. 6.9 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Charges to the Supplier Company by the Due Date, the Company may: (a) charge interest on such sum from the Due Date at the rate of interest then in force for judgment debts, accruing on a sum equal daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or (b) on not less than 7 days’ prior written notice, suspend the Services until payment has been made in full; and/or (c) require payment by Customer to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment Company of an undisputed amount is not made all reasonable costs and expenses incurred by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for Company in connection with recovering such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Charges. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 7.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required payable by the Customer to verify Citipost in consideration for the accuracy provision of the invoice Protago Services and any Audit Services shall be the charges as agreed between Citipost and the Customer. If no such charges have been agreed in accordance with this clause 7.1, ▇▇▇▇▇▇▇▇’s Rates from time to time shall apply. 7.2 Citipost reserves the right to increase the Rates at any time upon 14 days’ notice. 7.3 Without limiting clause 7.2, Citipost reserves the right to increase the Charges at any time and without notice, to reflect increases in costs that may affect Citipost in the provision of the Protago Services and/or any Audit Services, including but not limited to the relevant Purchase Order number and a breakdown without limitation, any increase in respect of the Services supplied in the invoice periodrates of VAT, other taxes, duties, Royal Mail rates, legal or regulatory requirements. 6.3 In consideration of 7.4 The Customer shall be deemed to incur the Charges as soon as ▇▇▇▇▇▇▇▇ has commenced the supply of the Protago Services by the Supplier, or Audit Services (as appropriate) and the Customer will agrees to pay the Supplier the invoiced amounts no later than 30 days after receipt such Charges in full and in accordance with clause 7.6 of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementthese Protago Conditions. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated 7.5 The Charges are exclusive of VAT which will be charged at the prevailing rate. amounts in respect of Value Added Tax (or any local equivalent) or customs duty if applicable. 7.6 The Customer will, following the receipt of a valid VAT invoice, shall either pay each invoice raised by Citipost in relation to the Supplier a sum equal Protago Services and any Audit Services by bank card or BACS transfer: (a) within the specified period stated on the invoice; and (b) in full and in cleared funds to the VAT chargeable on bank account nominated in writing by ▇▇▇▇▇▇▇▇; and time for payment shall be of the services suppliedessence of this Contract. 6.6 7.7 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a fails to make any payment of an undisputed amount is not made by the Customer due to Citipost under this Contract by the due datedate for payment, then the Customer will shall pay interest on the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in overdue amount under the Late Payment of Commercial Debts (Interest) ▇▇▇ Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Citipost may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Citipost to the Customer. 7.9 Citipost reserves the right to close the Customer’s account if it has not submitted a Protago Order to Citipost for a period of 6 months or more. The Customer shall be charged an Administration Fee by Citipost for closing its account. 7.10 The Customer may request to close its account by notifying Citipost by email to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇. Any disputed amounts will The Customer shall be resolved through the dispute resolution procedure detailed in clause 40charged an Administration Fee by Citipost for closing its account. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay HBT the Charges for as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Services will be as set out in Customer with effect from the Purchase Order Start Date. 5.2 HBT may vary all or Award Letter, and will be the full and exclusive remuneration any of the Supplier Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. Such increase shall not be more than the Retail Price Index (RPI) applicable at that time. 5.3 HBT may at any time on notice to the Customer amend any terms as to payment so as to ensure that it is paid the Charges on or prior to the date on which HBT is to pay any Third Party Service Provider in respect of the performance Services or goods to which such charges relate. 5.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). Payment shall be by direct debit and a fee of £20.00 per incident for any cancelled, dishonoured or failed Direct Debits or cheques may be applied. If payment is not made by direct debit, an administrative charge of £5 per month shall be applied. 5.5 HBT shall issue invoices for the Services in accordance with the billing dates specified in this Contract. Any delay by HBT in invoicing any Charges shall not prohibit HBT from raising an invoice at a later date in respect of the Services. Unless same nor shall it relieve the Customer of liability to pay for the same. 5.6 The Customer shall pay the Charges within fourteen (14) days of the date of the relevant HBT invoice, unless otherwise agreed in writing by HBT. The Customer shall not be entitled to set-off, contra or withhold any payment due to HBT against any sums of whatsoever nature that are due to the Customer from HBT or that the Customer claims are due from HBT, and time of payment of all sums under this Contract is of the essence. 5.7 Where Charges are not paid by the CustomerCustomer in accordance with this clause 5, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice HBT may require the Customer to pay all sums due under this Contract on demand, and reserve the right to charge Interest on all amounts overdue from the Customer on a daily basis (before as specified in well as after any judgement) until the Agreementdate of payment, at NatWest Bank base rate plus four percent (4%). Each invoice will include such supporting information required Alternatively, if any sum owed by the Customer to verify HBT under the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld Contract or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount with HBT is not made by the Customer paid by the due date, then HBT may deduct this sum from any payment or credit due to the Customer will pay under the Supplier interest at a rate which will compensate for such loss as has been directly caused by Contract or any other contract with HBT. 5.8 If you believe all or any part of an invoice is in error, you must notify HBT Communications within 6- months (180) days of your receipt of the late paymentinvoice. The interest rate If you fail to do so, HBT Communications will not be at a rate higher than required to make any adjustment to the interest rate specified in invoice, and you shall be deemed to have waived any right to contest the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40invoice. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the AgreementContract. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementContract. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this AgreementContract, it will ensure that a provision is included in such sub-sub- contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement Contract for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Client shall pay all invoices issued by GBG within 28 days from the date of the invoice. 6.2 If specified in the Order Form that the Client is to pay the Charges for in advance or by direct debit then such payments shall be made on or before the Services date specified in the Order Form. 6.3 Charges will be as set out invoiced and paid in pounds sterling unless otherwise agreed in the Purchase Order Form. Where applicable, Value Added Tax (or Award Letter, and any other applicable tax or charge in a country where the Service is provided) will be added to the full and exclusive remuneration Charges. 6.4 If the Client fails to pay any part of the Supplier Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at the relevant statutory annual rate. 6.5 The Client shall make all payments due under this Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. 6.6 If the Client breaches any material term of this Agreement and the Client has received preferential pricing or payment terms under this Agreement, then GBG reserves the right to cease applying any preferential pricing or payment terms as a consequence of the breach. In the event that any preferential pricing or payment terms cease to apply pursuant to this clause 6.6, GBG’s standard pricing and payment terms will apply in respect of the performance Client’s continued use of the Services. Unless otherwise agreed in writing by Service and use throughout the Customer, the Charges will include every cost and expense entirety of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number Initial Period and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amountany Renewal Period. 6.7 If a the Client has received preferential pricing or payment terms under this Agreement or if the standard pricing or payment terms that applied on the Contract Start Date have changed during the Initial Period then unless otherwise expressly agreed in writing between the Parties, GBG’s standard pricing and payment terms will prevail in respect of an undisputed amount is not made by the Customer by Client’s continued use of the due date, then Service after the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Initial Period. 6.8 The Supplier After the expiry of the Initial Period GBG shall be entitled to increase the Charges by giving the Client not less than 30 days’ notice of the change. For the avoidance of doubt, GBG will not suspend revise the supply Charges before the end of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Initial Period.

CHARGES AND PAYMENT. 6.1 4.1 The Charges for Customer shall pay all invoices issued by GBG within twenty-eight (28) days from the Services will be as date of the invoice and in accordance with the terms of this clause 4 or any additional payment terms set out in the Purchase Product Terms. 4.2 Charges will be invoiced and payable in the currency agreed on the Order or Award LetterForm. Where applicable, Sales Tax will be added to the Charges. 4.3 Where agreed in the Order Form that the Charges will be invoiced and paid in a currency other than the local currency of the GBG Billing Entity, GBG will base the pricing set out in this Order Form on the exchange rate as at the Contract Start Date of the relevant Order. The exchange rate will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing midmarket rate as shown by the CustomerXE Currency Converter, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged shown at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) website ▇▇▇ ▇.▇▇.▇▇▇. Any disputed amounts Notwithstanding this, if the exchange rate moves plus or minus 10% then either Party (acting reasonably) reserves the right to renegotiate the Charges within an Agreement in line with prevailing exchange rates. 4.4 If the Customer fails to pay any part of the Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at the relevant statutory annual rate in the country in which the GBG Billing Entity is based. An annual rate of 10% will be resolved through the dispute resolution procedure detailed applied in clause 40countries where there is no statutory rate. 6.8 4.5 The Supplier will not suspend Customer shall make all payments due under an Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. 4.6 Notwithstanding the supply provisions above, if specified on the relevant Order Form that: (a) the Customer is to pay the Charges in advance or as a Prepayment, then such payments shall be made on, or before, the date specified on the relevant Order Form; and/or (b) the Customer is to pay the Charges by automatic payment methods, then the necessary bank instructions shall be completed by the Customer on or before Contract Start Date and such payments shall be collected on the date agreed by the Parties. 4.7 GBG reserves the right to mandate that the Customer pays such Charges by way of automatic payment methods by providing the Customer with thirty (30) days written notice. In such circumstance the Customer shall complete the necessary bank instructions and such payments shall be collected on the date agreed by the Parties. 4.8 GBG reserves the right to charge the Customer for all Charges associated with the use of the Services unless Software and/or Service, including where: (c) There is overuse of the Supplier is entitled Software/Service (i.e., use in excess of the amount initially Licenced on the Order Form); and/or (a) an Unauthorised User has gained access to terminate this Agreement for a the failure to pay undisputed sums take appropriate security precautions in accordance with clause 15.23.

CHARGES AND PAYMENT. 6.1 3.1 The Charges for Tariff chosen by the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier Subscriber in respect of the performance Mobile Network Agreement, will remain the Tariff selected for the Minimum Term and the Terms and Conditions relating to the selected Tariff shall apply. 3.2 Without prejudice to condition 3.3, the Supplier may, on not less than 14 days’ notice to the Subscriber change the rates in any Tariff or price list, see condition 10. 1. Such change shall not become effective during the Minimum Term of the Servicesrelevant Mobile Network unless the change arises due to; 3.2.1 A change in the costs to the Supplier due to a requirement or direction from OFCOM; and/or 3.2.2 A change in the costs charged to the Supplier by its suppliers. 3.3 The Supplier will increase the monthly subscription charges for the Mobile Network Agreement in April of each year following the Retail Price Index. 3.4 Payment is due 14 days from the Invoice Date by direct debit. Unless otherwise agreed Payment by any other method other than direct debit will automatically have a Monthly Charge of £15 plus VAT applied to the invoice. All charges must be paid in writing by full without deduction, set off or withholding. 3.5 The Supplier shall invoice the Customer, the Subscriber monthly in advance. Call Charges will include every cost and expense of the Supplier directly or indirectly incurred be invoiced one month in connection with the performance of the Servicesarrears. 6.2 3.6 The Supplier will submit invoices to the Subscriber via email. The Subscriber may also view its invoices online via Futuretel’s Customer Area Webportal. 3.7 The Supplier will invoice on a monthly basis, where possible on the Customer same date each month. The Supplier reserves the right to amend the date and frequency of the invoices and to submit interim invoices if it so chooses. 3.8 Value Added Tax is payable on all charges levied by the Supplier unless otherwise specified. 3.9 The Supplier reserves the right to withhold or withdraw discounts on any invoices that remain unpaid in accordance with condition 3.1 3.10 During the term the Supplier may ask for a deposit as specified security for payment in respect of additional Services to be provided. The Subscriber may request the return or any deposit at the expiry of the Minimum Term as stated in the Agreement. Each invoice will include such supporting information required , but the decision to return any monies prior to termination of the Agreement is at the discretion of the Supplier. 3.11 The Supplier reserves the right to off set any deposit against any amounts due and owing by the Customer Subscriber to verify the accuracy of the invoice Supplier (including but not limited to the relevant Purchase Order number Agreement). 3.12 The Supplier reserves the right to review the Credit Limit applicable to the Agreement and a breakdown if the total charges under the Agreement exceed the Credit Limit, the Supplier shall be entitled to demand immediate repayment of whole or part of the Services supplied in the invoice periodtotal charges outstanding. 6.3 In consideration 3.13 If the Subscriber fails to pay any part of the supply of the Services by the Supplieraforesaid charges in accordance with these Terms and Conditions, the Customer will pay Supplier reserves the right to charge interest at the rate of 4% above the base rate of National Westminster Bank PLC calculated from the Invoice Date until the date of actual payment. 3.14 The Supplier reserves the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer right to vary payment terms, in the event of unsatisfactory performance without prejudice the Subscriber failing to pay, and charges in accordance with these Terms and Conditions or if the Supplier has concerns about the Subscriber’s financial situation and their ability to pay the charges. 3.15 The Subscriber shall indemnify, and keep the Supplier indemnified, fully from and against all liability, loss, damage, costs and expenses of any kind whatsoever arising from or in connection with any charges due to the Customer’s other rights and remedies under this Agreement. 6.4 Where Supplier, or the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days Network Provider direct from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate Subscriber for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled (but without limitation) Connection charges, monthly access charges, Call Charges, Data Charges and all other valid charges rendered from time to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2time.

CHARGES AND PAYMENT. 6.1 The Charges 9.1 All charges shall be invoiced by Scitor ITS to Customer in Dollars, monthly in advance unless otherwise provided in Attachment 2, and shall be payable, in Dollars, without deduction or set- off, within 30 days of receipt of invoice by Customer. All other charges shall be invoiced as incurred or monthly, in arrears, in Dollars and shall be payable, in Dollars, without deduction or set-off, within 30 days of receipt of invoice by Customer 9.2 All prices and charges stated are exclusive of value added tax, sales tax, excise tax, gross receipts tax and any similar tax which may be applicable thereto and Customer agrees to pay all such applicable taxes. 9.3 Scitor ITS reserves the right to make a reasonable charge for the Services will be as set out any work done by Scitor ITS which is attributable to Customer's failure to perform any of its obligations under this Agreement, provided that such work is necessary in the Purchase Order or Award Letterreasonable discretion of Scitor ITS and that wherever feasible, Scitor ITS shall have notified Customer's Network Project Manager in advance. 9.4 Reasonable charges for travel and will be subsistence (when not specifically and expressly included in the full Service) are separately payable by Customer provided and exclusive remuneration of to the Supplier extent that they have been agreed to in respect of the performance of the Services. Unless otherwise agreed in writing advance by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesParties. 6.2 The Supplier will invoice the 9.5 Failure to pay by Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited according to the relevant Purchase Order number and a breakdown terms of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplierthis Agreement shall entitle Scitor ITS ,, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s its other rights and remedies under this AgreementAgreement to: 9.5.1 charge interest on a daily basis from the original due date at the rate of 4 percentage points above the Chase Manhattan Bank's annual Prime Rate in force from time to time; and/or 9.5.2 suspend the Service, having given 14 days written notice of its intention to do so, and Customer having failed to remedy its payment default during that time. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it 9.6 There will ensure be special pricing that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier applies to the sub-contractor within a specified period not exceeding 30 days from Services up until December 31, 1996. After that date the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which full rate pricing will be charged at the prevailing rate. The Customer willcharged, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute all as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified more fully described in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Schedule to Attachment 2. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless ▇▇▇▇ agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 11.3 to 11.9 of this Agreement. (c) In this clause 11.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. 6.1 The Charges 7.1 Customer will pay to Taxlab the Subscription Fees for the Subscription Services in accordance with this clause 7. 7.2 Taxlab will be as set out in issue a valid tax invoice to Customer for the Purchase Order or Award Letter, and will be Subscription Fees at the full and exclusive remuneration end of the Supplier in respect of the performance of the Serviceseach month. Unless otherwise agreed in writing specified by Taxlab, payment of each invoice will be payable on the 20th of the month following the date of the invoice. Payment details will be specified on the invoice. 7.3 If Customer fails to pay any invoice when due then without prejudice to any other rights and remedies of Taxlab: (a) Taxlab may, without liability to Customer, the Charges will include every cost and expense disable access to all or part of the Supplier directly Subscription Services, and Taxlab will be under no obligation to provide any or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown all of the Services supplied while the invoice(s) concerned remain unpaid; and/or (b) interest will accrue on such due amounts at an annual rate equal to 2% over the then current base overdraft rate of Taxlab's bankers calculated from the due date until the date the amount is paid in the invoice periodfull. 6.3 In consideration 7.4 If Customer disputes in good faith the whole or any portion of the supply of the Services by the Supplierany valid tax invoice, the Customer will pay the Supplier portion of the invoiced amounts no later than 30 days after receipt valid tax invoice that is not in dispute, but may withhold payment of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in disputed portion until the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementdispute is resolved. 6.4 Where 7.5 All amounts stated or referred to in this Agreement are exclusive of GST and any other taxes, levies and duties (if any), which will be paid for by Customer. 7.6 If Customer is required by law to deduct or withhold taxes or charges from the Supplier enters into a sub-contract for the purpose of performing its obligations amounts due to Taxlab under this Agreement, it Customer will ensure that a provision the amount due to Taxlab is included in increased so that the payment actually made to Taxlab equals the amount due to Taxlab as if no such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoicetaxes or charges had been imposed. 6.5 All amounts stated are exclusive of VAT which will be charged 7.7 Taxlab may change the Subscription Fees at the prevailing rate. The any time by giving Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedat least 30 days' prior written notice. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out specified in the Purchase Order or Award Letter, and will be Form shall apply during the full and exclusive remuneration Initial Term. 6.2 Prepayments are valid for use of the Supplier Service in the 12- month period to which they apply and may not be carried over into subsequent years. 6.3 Where the customer has agreed to an Annual Commitment, GBG shall monitor the Charges owed for Transactions carried out during each contractual year. In the event that the Charges paid or payable by a Customer in relation to the Transactions carried out via the Service are less than the Annual Commitment in total, then the Customer agrees to pay to GBG (within 14 days of receipt of GBG’s invoice) the outstanding balance to ensure that the Annual Commitment is met. 6.4 If the Customer has received Preferential Pricing or if the Standard Pricing or payment terms that applied on the Contract Start Date have changed during the Initial Term then unless otherwise expressly agreed in writing between the Parties, GBG’s Standard Pricing and payment terms will prevail in respect of the performance Customer’s continued use of the Services. Unless otherwise agreed in writing by Service after the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoiceInitial Term. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay commits a material breach of the undisputed amount. 6.7 If a payment of an undisputed amount is not made by Agreement, and the Customer by the due datehas received Preferential Pricing, then GBG reserves the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled right to terminate this the Agreement for a failure to pay undisputed sums in accordance with clause 15.211.4 of the General Terms or cease applying any such Preferential Pricing applicable to the Order, as a consequence of the breach. In such circumstances GBG shall provide the Customer with 30 days’ notice of its intention to revoke Preferential Pricing. In the event that Preferential Pricing ceases to apply to an Order pursuant to this clause 6.5, GBG’s standard pricing and payment terms (as listed in the notice sent to the Customer) will apply in respect of the Customer’s use of the Service from the date of the breach, and continued use of the Service provided under the Agreement for the remainder of the Initial Term and thereafter. 6.6 Notwithstanding anything else in this clause 6, after the expiry of the Initial Term GBG shall be entitled to increase the Charges under an Order by giving the Customer not less than 30 days’ notice of the change. For the avoidance of doubt, GBG will not revise the Charges before the end of the Initial Term.

CHARGES AND PAYMENT. 6.1 3.1. In consideration for the provision of the Service, the Customer shall pay the Charges to Inh. The Charges for will commence on the Services will Commencement Date and be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will payable upon invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodSchedule 4. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice 3.2. All Charges and other payments which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies become due under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Agreement are exclusive of VAT which will (if applicable) shall be charged payable by the Party making the payment in question at the prevailing raterate from time to time in force. 3.3. All invoices issues by Inh shall be paid by the Customer within thirty (30) days of the date of invoice. Inh will dispatch the invoice no later than two Business Days after the date of the invoice. 3.4. The Customer will, following the receipt of a valid VAT invoice, pay must provide any purchase order number or other reference which it wishes to appear on any invoice to be issues by Inh at least twenty eight (28) days prior to the Supplier date on which the invoice in question is to be raised. The Customer shall not be entitled to reject any invoice issued by Inh on the ground that it fails to include a sum equal purchase order number or any other reference where the customer has failed to notify Inh in accordance with this Clause 3.4. 3.5. Inh shall entitled to suspend the provision of the Service, without liability, to the VAT chargeable on Customer during any period during which any overdue sums are due to it from the services suppliedCustomer. During any such period of suspension The Customer shall remain liable to pay the Charges for the suspended Service. Inh shall notify the Customer in writing a minimum of ten (10) working days prior to the suspension of the Service. 6.6 If there is 3.6. Interest shall accrue on all overdue amounts due from one party to the other before as well as after any judgement at a rate of 2% per annum above the base lending rate from time to time of Lloyds Banking Group Plc. 3.7. Save as provided for by Clause 3.8, the Customer shall not be entitled to make any deduction from any amount due from it to Inh nor shall the Customer be entitled to exercise any right of set-off. 3.8. Where the Customer has a bona fide dispute as to the amount invoiced of any invoice issued by Inh which it has informed Inh of in writing within fourteen (14) days of the date of the invoice, the Customer will pay shall be entitled to withhold payment of the disputed amount only (provided it pays the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Clause 3.3) pending resolution of that dispute. Following resolution of that dispute, the Customer shall pay to Inh within seven (7) days (or before the end of the original period for payment if earlier) any amount which is agrees or is ordered to pay together with interest (if applicable) calculated in accordance with Clause 3.6. 3.9. Inh shall be entitled to increase the Charges during the Term to the extent that a Change in law leads to increased costs to Inh beyond its costs reasonably contemplated at the Commencement Date. Inh shall notify the Customer in writing a minimum of thirty (30) working days prior to such increase.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay HBT the Charges for as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Services will be as set out in Customer with effect from the Purchase Order Start Date. 5.2 HBT may vary all or Award Letter, and will be the full and exclusive remuneration any of the Supplier Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. Such increase shall not be more than the Retail Price Index (RPI) applicable at that time plus 4%. 5.3 HBT may at any time on notice to the Customer amend any terms as to payment so as to ensure that it is paid the Charges on or prior to the date on which HBT is to pay any Third Party Service Provider in respect of the performance Services or goods to which such charges relate. 5.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). Payment shall be by direct debit and a fee of £20.00 per incident for any cancelled, dishonoured or failed Direct Debits or cheques may be applied. If payment is not made by direct debit, an administrative charge of £5 per month shall be applied. 5.5 HBT shall issue invoices for the Services in accordance with the billing dates specified in this Contract. Any delay by HBT in invoicing any Charges shall not prohibit HBT from raising an invoice at a later date in respect of the Services. Unless same nor shall it relieve the Customer of liability to pay for the same. 5.6 The Customer shall pay the Charges within fourteen (14) days of the date of the relevant HBT invoice, unless otherwise agreed in writing by HBT. The Customer shall not be entitled to set-off, contra or withhold any payment due to HBT against any sums of whatsoever nature that are due to the Customer from HBT or that the Customer claims are due from HBT, and time of payment of all sums under this Contract is of the essence. 5.7 Where Charges are not paid by the CustomerCustomer in accordance with this clause 5, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice HBT may require the Customer to pay all sums due under this Contract on demand, and reserve the right to charge Interest on all amounts overdue from the Customer on a daily basis (before as specified in well as after any judgement) until the Agreementdate of payment, at NatWest Bank base rate plus four percent (4%). Each invoice will include such supporting information required Alternatively, if any sum owed by the Customer to verify HBT under the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld Contract or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount with HBT is not made by the Customer paid by the due date, then HBT may deduct this sum from any payment or credit due to the Customer will pay under the Supplier interest at a rate which will compensate for such loss as has been directly caused by Contract or any other contract with HBT. 5.8 If you believe all or any part of an invoice is in error, you must notify HBT Communications within 6- months (180) days of your receipt of the late paymentinvoice. The interest rate If you fail to do so, HBT Communications will not be at a rate higher than required to make any adjustment to the interest rate specified in invoice, and you shall be deemed to have waived any right to contest the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40invoice. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for Customer shall pay the Services will be price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 20 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as set out may have been agreed in writing between the Purchase Order or Award Letter, Customer and will be the full and exclusive remuneration of the Supplier in respect of the performance Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. 11.2 In order for the Goods to be delivered to such location as given by the Customer to the Supplier, the Supplier reserves the right to charge the Customer by way of service fee an additional £20.00 plus VAT. 11.3 The Subscription Fees shall be as listed in the Order or by such other method as the Supplier and Customer agree upon in writing. 11.4 The Supplier reserves the right to increase the Subscription Fees from time to time with effect from the due date for payment closest to three months after the date on which the Supplier has provided the Customer with notification of the Servicessum of the increase in Subscription Fees and an explanation of the valid reasons for the increase in Subscription Fees. 11.5 The Customer hereby authorises the Supplier, and the Supplier’s payment processor, to charge the applicable recurring Subscription Fees to the Customer’s designated billing payment method. 11.6 On the Commencement Date, the Customer will be charged immediately for the initial period of the subscription at the then-current fee set out in the Order, followed by recurring periodic charges as specified in the Order. 11.7 By choosing a recurring payment plan, the Customer acknowledges that such Services have a recurring payment feature and the Customer accepts responsibility for all recurring charges prior to cancellation. 11.8 For the avoidance of doubt, time for payment shall be of the essence of the Contract. 11.9 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). Unless otherwise agreed in writing Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Charges will include every cost and expense 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 Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 11.10 If the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer fails to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and make a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then then, without limiting the Supplier's remedies under clause 15 (Termination), the Supplier shall suspend the Services to the Customer and 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 pay accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%. In the event that the Supplier interest at a rate which will compensate for such loss as has been directly caused by lifts the late payment. The interest rate will not suspension of the Services, an administration fee of £25.00 + VAT shall be at a rate higher than payable to the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Supplier. 6.8 The Supplier will not suspend 11.11 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: (a) shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date or as agreed in writing; (b) 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. 8.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of Goods, the Supplier will shall invoice the Customer as specified in within 15 days of supply. Invoices received after this time may not be accepted. Invoices received more than 89 days from delivery will not be accepted and will be returned to the AgreementSupplier. In respect of Services, the Supplier shall invoice the Customer within 15 days of the completion of the Service. Invoices received after this time may not be accepted. Invoices received more than 89 days form completion of the service will not be accepted and will be returned to the Supplier. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant supply details and valid Freebridge Purchase Order number and a breakdown of the Services supplied in the invoice periodNumber. 6.3 8.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 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 event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Goods and/or Services unless at the same time as payment is due for the supply of the Goods and/or Services. 8.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. 8.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is entitled present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to terminate 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 Agreement for a failure clause shall not limit or affect any other rights or remedies available to pay undisputed sums in accordance with clause 15.2it under the Contract or otherwise.

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: (a) shall be as the price set out in the Purchase Order or Award LetterOrder; and (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless agreed in writing and signed by the Customer. 8.2 The charges for the Services shall be set out in the Purchase Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of Goods, the Supplier will shall invoice the Customer as specified in within 15 days after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer within 15 days of completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown purchase order number. If an invoice is received later that 15 days after completion of delivery of Goods or completion of the Services supplied (as the case may be), the Customer shall not be bound to pay the sums set out in the invoice periodrelevant invoice. 6.3 In 8.4 Unless otherwise agreed by the Customer in writing, in consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 All amounts payable by the Customer 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 event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Goods and/or Services unless at the same time as payment is due for the supply of the Goods and/or Services. 8.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party 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 from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith. 8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. 8.8 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

CHARGES AND PAYMENT. 6.1 8.1 The Customer shall pay all the Charges for the Services will be Term to the Provider as set out stipulated in the Purchase Order or Award Letter, and will be the full and exclusive remuneration Summary in advance of the Supplier in respect of the performance provision of the Services. Unless All amounts paid are non- refundable unless otherwise agreed provided for in writing this Agreement. 8.2 The Provider shall issue invoices for the Charges to the Customer for each Billing Period in accordance with the Billing Frequency applicable to the respective Plan selected and/or purchased by the Customer, as specified in the Order Summary. 8.3 If the Customer pays by way of credit card, the Customer authorises the Provider to charge the Customer’s credit card or bank account for all Charges payable for the Services for the Term in accordance with the Billing Frequency. The Customer further authorises the Provider to use a third party to process payments and consent to the disclosure of the Customer’s payment information to such third party. The Customer acknowledges and consents that upon expiry of the Term, the Charges will include every cost and expense for the renewal Term shall be automatically charged to the Customer’s credit card unless the Customer has notified the Provider of the Supplier directly or indirectly incurred intention to terminate in connection accordance with the performance of the ServicesClause 15. 6.2 The Supplier 8.4 If the Customer is paying by bank transfer, the Provider will invoice the Customer before the beginning of the Term, each renewal Term, and each Billing Period (where applicable), as specified well as at other times during the Term when fees are payable in the event any additional Services are purchased by the Customer during the Term. All amounts invoiced are due and payable upon receipt of the invoice. 8.5 If the Customer does not pay any amount properly due to the Provider under this Agreement. Each invoice , the Provider may charge the Customer interest on the overdue amount at the rate of 1.5% per month (which interest will include accrue daily until the date of actual payment and be compounded at the end of each named calendar month). 8.6 The Provider may revise the amounts payable for the Services for any subsequent renewal Term provided always that at least one (1) month’s notice shall be given to the Customer prior to the commencement of any such supporting information required revisions to the Charges for the renewal Term. 8.7 All amounts stated in or in relation to this Agreement, unless the context requires otherwise, exclude any applicable value added taxes, goods and services taxes, withholding taxes and applicable bank charges which will be added to those amounts and payable by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodProvider. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 9.1 The Charges Customer shall pay the Subscription Fees to Protean for the Services will User Subscriptions in accordance with this clause 9. 9.2 Where the Customer has elected in its Order to use the Software for a free trial period no Subscription Fees shall be as payable for the duration of such free trial period. 9.3 Where the Customer has elected in its Order to pay the Subscription Fees on a monthly basis, Protean shall invoice the Customer monthly in advance for the Subscription Fees and the Customer shall pay each invoice by direct debit within 30 (thirty) days after the date of such invoice. 9.4 Where the Customer has elected in its Order to pay the Subscription Fees on an annual basis, Protean shall invoice the Customer in advance on the Effective Date and annually thereafter for the Subscription Fees and the Customer shall pay each invoice by direct debit within 30 (thirty) days after the date of such invoice. 9.5 Where the Customer has elected in its Order to pay the Subscription Fees in a manner specified in the Order, Protean shall invoice and the Customer shall pay the Subscription Fees in accordance with the payment terms set out in the Purchase Order or Award LetterOrder. 9.6 For the avoidance of doubt, during the Subscription Term the Customer shall not be permitted to reduce the number of its User Subscriptions and shall remain liable to pay the Subscription Fees for the full Subscription Term. 9.7 If Protean has not received payment within 30 (thirty) days after the due date, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies of Protean: 9.7.1 Protean may, without liability to the Customer, disable the Customer’s password, account and access to the Software and Protean shall be under this Agreementno obligation to provide access to the Software while the invoice(s) concerned remain unpaid; and 9.7.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3 (three) per cent over the then current base lending rate of Protean’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 9.8 All amounts and fees stated or referred to in this agreement: 9.8.1 shall be payable in pounds sterling; 9.8.2 are, subject to clause 13.4.2, non-cancellable and non-refundable; 9.8.3 are exclusive of VAT value added tax, or any analogous sales tax applicable to the supplies made by Protean under this agreement, which will shall be charged added to Protean’s invoice(s) at the prevailing appropriate rate. 9.9 Protean shall be entitled to increase the Subscription Fees at the start of each Renewal Period. The Unless Protean provides the Customer will, following the receipt with notice of a valid VAT invoice, pay any different price increase that will apply 60 (sixty) days prior to the Supplier a sum equal start of the next Renewal Period, any such increase to the VAT chargeable on the services supplied. 6.6 If there is a dispute as Subscription Fees shall be limited to the greater of: 9.9.1 an amount invoiced which represents and increase of up to 7% of the Customer will pay Subscription Fees; and 9.9.2 the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified increase in the Late Payment of Commercial Debts Retail Prices Index (Interestexcluding mortgage interest), applicable in the 12 (twelve) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through month period which immediately precedes the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply start of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2next Renewal Period.

CHARGES AND PAYMENT. 6.1 The Client shall pay all Charges for due under the Services Agreement within 28 days of the date of the invoice. 6.2 If specified in the Order Form that the Client is to pay the Charges in advance or by direct debit then such payments shall be made on or before the date specified in the Order Form. 6.3 Charges will be as set out invoiced and paid in pounds sterling unless otherwise agreed in the Purchase Order Form. Where applicable, Value Added Tax (or Award Letter, and any other applicable tax or charge in a country where the Service is provided) will be added to the full and exclusive remuneration Charges. 6.4 If the Client fails to pay any part of the Supplier Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at the relevant statutory annual rate. 6.5 The Client shall make all payments due under the Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. 6.6 If the Client breaches any material term of the Agreement and the Client has received preferential pricing or payment terms under the Agreement, then GBG reserves the right to cease applying any preferential pricing or payment terms as a consequence of the breach. In the event that any preferential pricing or payment terms cease to apply in accordance with this clause 6.6, GBG’s standard pricing or payment terms will apply in respect of the performance Client’s continued use of the Services. Unless Service and use throughout the entirety of the Initial Period and any Renewal Period, or if the standard pricing or payment terms that applied on the Contract Start Date have changed during the Initial Period then unless otherwise expressly agreed in writing by between the CustomerParties, the Charges GBG’s standard pricing and payment terms will include every cost and expense prevail in respect of the Supplier directly or indirectly incurred in connection with the performance Client’s continued use of the Services. 6.2 The Supplier will invoice Service after the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amountInitial Period. 6.7 If a payment After the expiry of an undisputed amount is the Initial Period GBG shall be entitled to increase the Charges by giving the Client not made by less than 30 days’ notice of the Customer by change. For the due dateavoidance of doubt, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate GBG will not be at a rate higher than revise the interest rate specified in Charges before the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply end of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Initial Period.

CHARGES AND PAYMENT. 6.1 10.1 The Charges Subscription Fees for the Services will Initial Subscription Term shall be as set out due upon the Go Live Sign Off Date and for any Renewal Period on the first day of the Renewal Period but provided the Customer is not in breach of this agreement the Purchase Order or Award LetterCustomer may pay the Subscription Fees to iplicit due for the Initial Subscription Term and for any Renewal Period by equal monthly instalments in advance. 10.2 If iplicit has not received a monthly payment instalment within 14 days after the due date, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies of iplicit, including the right to terminate this agreement: iplicit may, without liability to the Customer, suspend the Customer’s account and its access to all or part of the Services and iplicit shall be under this Agreementno obligation to provide any of the Services while any of the Subscription Fees remain unpaid, subject to iplicit notifying the Company in writing to provide five working days to remedy before suspension. The whole of the Subscription Fees and any excess storage fees shall become immediately due and payable; and interest shall accrue on such due amounts at an annual rate equal to 5% over the then current base lending rate of HSBC Bank Plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 10.3 All amounts and fees stated or referred to in this agreement: shall be payable in Pounds; are, subject to clause 14.4(b), non-cancellable and non-refundable; are exclusive of VAT value added tax, which will shall be charged payable in addition at the prevailing appropriate rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to 10.4 If, at any time whilst using the Services, the Customer exceeds the amount invoiced of disk storage space specified in Schedule 2, iplicit shall charge the Customer, and the Customer will shall pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, iplicit’s then the Customer will pay the Supplier interest current excess data storage fees. iplicit’s additional data storage fees current are set out in Schedule 2. Please also refer to our Fair Use Policy at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇.▇▇▇▇. Any disputed amounts will ▇▇▇.▇▇▇/▇▇▇▇▇ 10.5 iplicit shall be resolved through entitled to review and increase the dispute resolution procedure detailed fees payable in respect of User Subscriptions and any additional User Subscriptions purchased pursuant to clause 404.1 and/or the excess storage fees payable pursuant to clause 10.4 from time to time without notice to the Customer but subject always to clause 10.6 and provided that any annual increase shall not exceed 5% or RPI whichever is the greater, from the period beginning with the Go Live Sign Off Date or, if later, the date of any previous review. 6.8 The Supplier will not suspend 10.6 Subject to clause 4.1 (pursuant to which the supply Customer and iplicit agree that the Subscription Fees payable for additional Authorised Users approved by iplicit prior to the end of the Services unless Initial Subscription Term or during a Renewal Period shall be payable at the Supplier is entitled then prevailing rate for additional Authorised Users), any increase in Subscription Fees following any revisions of the same shall be payable only with effect on and from the commencement of a Renewal Period and 0 shall be deemed to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2have been amended accordingly.

CHARGES AND PAYMENT. 6.1 13.1 The Charges for Customer will pay to Pure IP in cleared funds the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the ServicesService Fees. Unless otherwise agreed by the Parties in a Work Order all payments shall be made via a direct debit. Each month Pure IP shall invoice the Customer for the Service Fees that are then payable, together with VAT, and interest where appropriate, calculated as provided in the Agreement. 13.2 Unless otherwise stated in a Work Order: (a) all Service Fees are quoted and payable in the currency set forth in the applicable Work Order; (b) recurring Service Fees, initial payments and deposits may be invoiced in advance; (c) overage and other Service Fees shall be invoiced in arrears. 13.3 The Service Fees shall be paid by the Customer to Pure IP (without deduction or set-off) within thirty (30) days of the date of Pure IP’s invoice and in accordance with the method of payment referred to in the Work Order. Should the Customer have any dispute or query in relation to any Pure IP invoice the Customer shall notify Pure IP thereof in writing by the Customer, the Charges will include every cost and expense within twenty-one (21) days of receipt of the Supplier directly or indirectly said invoice, failing which the Customer shall be deemed to have accepted the accuracy of the invoice and its liability for the full charges set out therein. 13.4 The Customer shall reimburse all pre-approved travel and other expenses incurred in connection with the performance Services; 13.5 Pure IP may at any time by service on the Customer of thirty (30) days’ notice in writing (including email) revise or replace the ServicesRate Card. 6.2 The Supplier will invoice 13.6 Without prejudice to any other right or remedy that Pure IP may have, if the Customer as specified fails to pay Pure IP all amounts due in accordance with these conditions on the Agreement. Each invoice will include due date Pure IP may: (a) charge interest on such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days sum from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged due date for payment at the prevailing rate. The Customer willannual rate of five per cent (5%) above the base lending rate from time to time of Barclays Bank plc, following the receipt of accruing on a valid VAT invoicedaily basis and being compounded quarterly until payment is made, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier whether before or after any judgment; or claim interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in under the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through Act 1998, whichever is the dispute resolution procedure detailed higher; and (b) suspend all Services until payment has been made in clause 40full. 6.8 The Supplier will not suspend the supply 13.7 Notwithstanding Clause 20.4(b), time for payment shall be of the Services unless essence of the Supplier is entitled Contract. 13.8 Pure IP may, without prejudice to terminate this Agreement for any other rights it may have, set off any liability of the Customer to Pure IP against any liability of Pure IP to the Customer. 13.9 Pure IP may, without prejudice to any other rights it may have, set off any Pure IP invoices to the Customer and/or Pure IP charges incurred with third parties on behalf of the Customer against any revenue and/or charges collected by Pure IP on behalf of the Customer including (without limitation) monies collected on a failure to pay undisputed sums in accordance with clause 15.2revenue sharing basis.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply provision of the Dispensing Services by the Supplier, the Customer will shall pay the Charges to the Supplier. 6.2 The Supplier shall report to the invoiced amounts no later than 30 days after receipt of Customer on a valid monthly basis for all Products that it has dispensed and delivered to patients pursuant to this agreement (the Monthly Report) and shall be entitled to raise an invoice which includes a valid Purchase Order number. Payments may be withheld or reduced monthly in arrears for all the Charges that have been incurred by the Customer during the preceding month. 6.3 Subject to clause 6.4, the Customer shall pay each undisputed invoice submitted to it by the Supplier, in full and in cleared funds in sterling, within 30 (thirty) days of the event end of unsatisfactory performance without prejudice the month in which such invoice is raised to a bank account nominated in writing by the Customer’s other rights and remedies under this AgreementSupplier. 6.4 Where If the Supplier enters into Customer, acting reasonably and in good faith, identifies a sub-contract for the purpose discrepancy of performing more than 5 (five) per cent between: (i) its obligations under this Agreement, records of Prescriptions that it will ensure that a provision is included in such sub-contract which requires payment to be has made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay available to the Supplier pursuant to clause 3.1.1; and (ii) the Prescription figures stated in the Monthly Report, the Customer shall notify the Supplier in writing of such discrepancy and, upon receipt of such notification, the Supplier shall within 7 (seven) days undertake a sum equal to reconciliation of the VAT chargeable figures that have been included in the disputed Monthly Report and either: (i) confirm in writing that the figures stated in the Monthly Report are accurate; or (ii) issue an amended invoice based on the services supplied. 6.6 If there is corrected figures in a dispute as to the amount invoiced revised Monthly Report. The due date for payment stated in clause 6.3 shall be extended by 7 (seven) days if the Customer accepts the results of the reconciliation or, if the Customer, acting reasonably and in good faith, does not accept the results of the Supplier’s reconciliation, the parties will pay use all reasonable endeavours to resolve the undisputed amount. 6.7 If a dispute and the due date for payment stated in clause 6.3 shall be extended accordingly until the resolution of an undisputed amount is not made by such dispute. During such period of dispute, the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not shall be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure required to pay undisputed sums in accordance with clause 15.26.3 such part of the Supplier’s invoice that the parties agree is not in dispute. 6.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay any undisputed sum due to the Supplier on the due date: 6.5.1 the Customer shall pay interest on the overdue amount at the rate of 3 (three) per cent per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and 6.5.2 upon no less than 14 (fourteen) days’ written notice to the Customer, the Supplier may suspend the Dispensing Services until payment has been made in full. 6.6 All sums payable to the Supplier under this agreement on its termination shall become due within 30 (thirty) days of the end of the month in which the Supplier’s final invoice was submitted, despite any other provision. This clause 6.6 is without prejudice to any right to claim for interest under the law, or any such right under this agreement. 6.7 All amounts due under this agreement: 6.7.1 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 6.7.2 shall be paid in full subject to any and all reasonable, allowable and lawful set-offs and deductions.

CHARGES AND PAYMENT. 6.1 The Charges In consideration for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance provision of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced Charges in accordance with this clause ‎7. All amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced payable by the Customer exclude amounts in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive respect of VAT which will the Customer shall additionally be charged liable to pay to the Supplier at the prevailing rate. The Customer willrate (if applicable), following the subject to receipt of a valid VAT invoice. The Supplier shall submit invoices for the Charges plus VAT if applicable to the Customer at the intervals specified in Schedule 2. Each invoice shall include all reasonable supporting information required by the Customer. The Customer shall pay each invoice which is properly due and submitted to it by the Supplier, pay within 30 days of receipt, to a bank account nominated in writing by the Supplier. If the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment, then, without limiting the Supplier's remedies under clause ‎10, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a sum equal daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under clause ‎7.5 is payable only after the dispute is resolved, on sums found or agreed to be due, from the date the dispute is resolved until payment. The Customer may at any time, without notice to the VAT chargeable on Supplier, set off any liability of the services supplied. 6.6 If there is a dispute as Supplier to the amount invoiced Customer against any liability of the Customer will pay to the undisputed amount. 6.7 Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a payment market rate of an undisputed amount is not made exchange for the purpose of set-off. Any exercise by the Customer by the of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Contract or otherwise. The Supplier shall not be entitled to retain or set off any amount due date, then to the Customer will pay under the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Contract. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay HBT the Charges as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Customer with effect from the Start Date. 5.2 HBT may vary all or any of the Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. Such increase shall not be more than the Retail Price Index (RPI) applicable at that time. 5.3 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). Payment shall be by direct debit and a fee of £20.00 per incident for any cancelled, dishonoured or failed Direct Debits or cheques may be applied. If payment is not made by direct debit, an administrative charge of £5 per month shall be applied. 5.4 HBT shall issue invoices for the Services will be as set out Service in accordance with the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier billing dates specified in this Contract. Any delay by HBT in invoicing any Charges shall not prohibit HBT from raising an invoice at a later date in respect of the performance same nor shall it relieve the Customer of liability to pay for the same. 5.5 The Customer shall pay the Charges within fourteen (14) days of the Services. Unless date of the relevant HBT invoice, unless otherwise agreed in writing by HBT. The Customer shall not be entitled to set-off, contra or withhold any payment due to HBT against any sums of whatsoever nature that are due to the Customer from HBT or that the Customer claims are due from HBT, and time of payment of all sums under this Contract is of the essence. 5.6 Where Charges are not paid by the CustomerCustomer in accordance with this clause 5, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice HBT may require the Customer to pay all sums due under this Contract on demand, and reserve the right to charge Interest on all amounts overdue from the Customer on a daily basis (before as specified in well as after any judgement) until the Agreementdate of payment, at NatWest Bank base rate plus four percent (4%). Each invoice will include such supporting information required Alternatively, if any sum owed by the Customer to verify HBT under the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld Contract or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount with HBT is not made by the Customer paid by the due date, then HBT may deduct this sum from any payment or credit due to the Customer will pay under the Supplier interest at a rate which will compensate for such loss as has been directly caused by Contract or any other contract with HBT. 5.7 If you believe all or any part of an invoice is in error, you must notify HBT Communications within 6- months (180) days of your receipt of the late paymentinvoice. The interest rate If you fail to do so, HBT Communications will not be at a rate higher than required to make any adjustment to the interest rate specified in invoice, and you shall be deemed to have waived any right to contest the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40invoice. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter8.1 In consideration of, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited subject to the relevant Purchase Order number due and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply proper performance of the Services by the SupplierService Provider in accordance with the Contract, the Customer will Authority shall pay the Supplier Service Provider the invoiced amounts no later than 30 days Charges in relation to Temporary Workers in accordance with Part 1 of Schedule 6. 8.2 In consideration of, and subject to the due and proper performance of the Services by the Service Provider in accordance with the Contract, the Authority shall pay the Service Provider the Charges in relation to Permanent Workers in accordance with Part 2 of Schedule 6. 8.3 The Authority will self ▇▇▇▇ in respect of the Charges due and payable in relation to Temporary Workers. 8.4 The Service Provider shall invoice the Authority in respect of the Charges due and payable in relation to Permanent Workers in accordance with Part 2 of Schedule 6 and the Service Provider shall not make any separate charge for submitting any invoice. 8.5 The Service Provider’s invoice for Permanent Workers will set out the amount of the Fees claimed in respect of each Permanent Worker solely and directly Introduced by the Service Provider and Engaged by the TfL Group (including a breakdown of all costs and expenses relating thereto, as applicable), the Contract Reference Number, the Purchase Order Number, the billing address and a separate calculation of VAT, where properly chargeable, together with any other information reasonably requested by the Authority. 8.6 The Service Provider shall not be entitled to reimbursement for expenses (including any expenses of the Temporary Workers) unless such expenses are specified in Schedule 6 or have been incurred with the prior written consent of the Contract Manager, in which case the Service Provider shall supply appropriate evidence of expenditure in a form acceptable to the Authority. Only reasonable expenses actually incurred in accordance with this Clause shall be reimbursable and the Service Provider shall not charge a ▇▇▇▇-up or additional fee when claiming expenses. 8.7 In the event of a variation to the Services in accordance with the Contract that involves the payment of additional charges to the Service Provider, the Service Provider shall identify these separately on the relevant invoices and shall confirm the name of the person who authorised such variation. 8.8 No payment made by the Authority (including any final payment) or act or omission or approval by the Authority or Contract or Hiring Managers (whether related to payment or otherwise) shall: 8.8.1 indicate or be taken to indicate the Authority’s acceptance or approval of the Services or any part of them or any act or omission of the Service Provider, or otherwise prejudice any rights, powers or remedies which the Authority may have against the Service Provider, or absolve the Service Provider from any obligation or liability imposed on the Service Provider under or by virtue of the Contract; or 8.8.2 prevent the Authority from recovering any amount overpaid or wrongfully paid including payments made to the Service Provider by mistake of law or fact. Without prejudice to Clause 24, the Authority shall be entitled to withhold such amount from any sums due or which may become due to the Service Provider or the Authority may recover such amount as a debt. 8.9 If the Authority has a query or dispute on any constituent part of any invoice it shall raise it with the Service Provider as soon as reasonably practicable after receipt of the invoice and the Service Provider shall issue a valid replacement invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by for the Customer amount not in dispute so that the event of unsatisfactory performance Authority can pay the invoice without prejudice to the Customeritem(s) that are queried or in dispute. For the avoidance of doubt any delay by the Authority in notifying the Service Provider of any disputed invoice (or part of an invoice) shall not prejudice the Authority’s right to dispute (and where appropriate) recover any sums that should not have been paid by the Authority under such invoice or any other rights and remedies under this Agreementinvoice rendered by or on behalf of the Authority. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due 8.10 If any sum payable by the Supplier Authority under the Contract is not paid when properly due then the Service Provider shall be entitled to the sub-contractor within a specified period not exceeding 30 days recover interest on that sum from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged due date until payment is made in full, both before and after any judgment, at the prevailing rateInterest Rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate Parties agree that this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.Clause

CHARGES AND PAYMENT. 6.1 The applicable Charges for the Services will shall be as set out in the Purchase Order Schedule. 6.2 As set out in the Schedule, LMGL shall not be entitled to charge the customer any expenses incurred by LMGL or Award Letterthe Individual unless listed in the schedule or with the prior written approval of the Customer. 6.3 Unless otherwise specified in the Schedule, LMGL shall invoice the Customer at the end of each month in relation to the Services performed that month. 6.4 The Customer shall pay each invoice submitted by LMGL: (a) within the date stated upon the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by LMGL, and will time for payment shall be the full and exclusive remuneration of the Supplier essence of the Contract. 6.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the performance of time being (VAT). Where any taxable supply for VAT purposes is made under the Services. Unless otherwise agreed in writing Contract by LMGL to the Customer, the Charges will include every cost and expense Customer shall, on receipt of a valid VAT invoice from LMGL, pay to LMGL such additional amounts in respect of VAT as are chargeable on the supply of the Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 6.6 Without limiting any other right or remedy of LMGL, if the Customer fails to make any payment due to LMGL under the Contract by the due date for payment (“Due Date”), LMGL shall have the right to (i) not release any Deliverables, and/or (ii) charge interest on the overdue amount at the rate of 5 per cent per annum above the then current HSBC Bank plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding monthly. 6.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as specified required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against LMGL in the Agreementorder to justify withholding payment of any such amount in whole or in part. Each invoice will include such supporting information required LMGL may, without limiting its other rights or remedies, set off any amount owing to it by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services against any amount payable by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice LMGL to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Charges Customer is liable for the Services will be cost of the non-refundable exhibitor support package fee or management fee on receipt of the completed Order Form. 5.2 The Supplier shall invoice the cost of the exhibitor support package or management fee and send a further invoice to the Customer for the space, stand build or place allocated at the exhibition or event or other services supplied as set out relevant. 5.3 The Customer shall pay each invoice submitted by the Supplier: (a) within 14 days of the date of the invoice; and (b) in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. 5.4 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 Contract by the Supplier to the Customer, the Charges will include every cost and expense 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 Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 5.5 If the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer fails to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and make a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then then, without limiting the Supplier’s remedies under Clause 8, 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 5.5 will pay accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 5.6 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) by the Customer; the Supplier interest at a rate which will compensate for such loss as has been directly caused by reserves the late payment. The interest rate will not be at a rate higher than right to set any government grant due to the interest rate specified in Customer against any monies owed to the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Supplier. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 5.1 In consideration of the provision of the Services will be by ▇▇▇▇▇▇▇, You shall pay the Charges as set out in the Purchase Order or Award Engagement Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. . 5.2 Unless otherwise agreed in writing by between the CustomerParties, the Charges will shall include every cost and expense of the Supplier Veritau directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will 5.3 Veritau shall invoice You either monthly in arrears or upon completion of the Customer as specified in Services for the AgreementCharges (together with VAT where appropriate) for the period concerned. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodperiod and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts. 6.3 In consideration of 5.4 If there is a dispute between the supply of Parties as to the Services by the Supplieramount invoiced, the Customer will You shall pay the Supplier undisputed amount. Any disputed amounts shall be resolved through the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer dispute resolution procedure detailed in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementclause 19. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 5.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willYou shall, following the receipt of a valid VAT invoice, pay to the Supplier Veritau a sum equal to the VAT chargeable in respect of the Services. 5.6 You shall pay each invoice submitted to it by ▇▇▇▇▇▇▇, in full and in cleared funds in accordance with the terms set out on the services suppliedinvoice. 6.6 If there is a dispute as 5.7 Without prejudice to the amount invoiced the Customer will pay the undisputed amount. 6.7 If any other right or remedy that it may have, if a payment of an undisputed amount is not made by the Customer You by the due date, then Veritau may (a) charge interest on such sum from the Customer will pay the Supplier interest due date for payment at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the dispute resolution procedure detailed Customer shall pay the interest immediately on demand.; and (b) suspend all Services until payment has been made in clause 40full. 6.8 The Supplier will not suspend 5.8 All sums payable to Veritau under the supply Agreement shall become due immediately on its termination or upon completion of the Services unless Services, despite any other provision. This clause 5.8 is without prejudice to any right to claim for interest under the Supplier is entitled law, or any such right under the Agreement. 5.9 Veritau may, without prejudice to terminate this Agreement for a failure any other rights it may have, set off any liability of You to pay undisputed sums in accordance with clause 15.2Veritau against any liability of Veritau to You.

CHARGES AND PAYMENT. 6.1 The Client shall pay all invoices issued by GBG within 28 days from the date of the invoice. 6.2 If specified in the Order Form that the Client is to pay the Charges for in advance or by direct debit then such payments shall be made on or before the Services date specified in the Order Form. 6.3 Charges will be as set out invoiced and paid in U.S. dollars unless otherwise agreed in the Purchase Order Form. Where applicable, taxes or Award Letter, and charges applicable in a country where the Service is provided will be added to the full and exclusive remuneration Charges. 6.4 If the Client fails to pay any part of the Supplier Charges when due, it shall be liable to pay GBG interest on such part of the Charges from the due date for payment at the lesser of 18% per year or the highest annual rate allowed by law. 6.5 The Client shall make all payments due under this Agreement without any deduction whether by set-off, counterclaim, discount, abatement or otherwise. 6.6 If the Client breaches any material term of this Agreement and the Client has received preferential pricing or payment terms under this Agreement, then GBG reserves the right to cease applying any preferential pricing or payment terms as a consequence of the breach. In the event that any preferential pricing or payment terms cease to apply pursuant to this clause 6.6, GBG’s standard pricing and payment terms will apply in respect of the performance Client’s continued use of the Services. Unless otherwise agreed in writing by Service and use throughout the Customer, the Charges will include every cost and expense entirety of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number Initial Period and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amountany Renewal Period. 6.7 If a the Client has received preferential pricing or payment terms under this Agreement or if the standard pricing or payment terms that applied on the Contract Start Date have changed during the Initial Period then unless otherwise expressly agreed in writing between the Parties, GBG’s standard pricing and payment terms will prevail in respect of an undisputed amount is not made by the Customer by Client’s continued use of the due date, then Service after the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Initial Period. 6.8 The Supplier After the expiry of the Initial Period GBG shall be entitled to increase the Charges by giving the Client not less than 30 days’ notice of the change. For the avoidance of doubt, GBG will not suspend revise the supply Charges before the end of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2Initial Period.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will shall be as set out in the Purchase Order or Award LetterCover Sheet. 5.2 Oakland shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Oakland engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and will be for the full cost of services provided by third parties and exclusive remuneration of the Supplier in respect of required by Oakland for the performance of the Services, and for the cost of any materials. 5.3 Oakland reserves the right to increase its standard daily fee rates by no more than the published UK Retail Price Index or 5% whichever is the greater, provided that such charges cannot be increased more than once in any 12 month period. Oakland will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Oakland in writing within 30 days of the date of Oakland's notice and Oakland shall have the right without limiting its other rights or remedies to terminate the Contract by giving 30 days’ written notice to the Customer. 5.4 Unless otherwise stated in the Cover Sheet, Oakland may invoice the Customer monthly in arrears, on completion of the Services or on completion of an agreed milestone. 5.5 The Customer shall pay each invoice submitted by Oakland: 5.5.1 within 30 days of the date of the invoice; and 5.5.2 in full and in cleared funds to a bank account nominated in writing by Oakland, and time for payment shall be of the essence of the Contract. 5.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Oakland to the Customer, the Charges will include every cost and expense Customer shall, on receipt of a valid VAT invoice from Oakland, pay to Oakland such additional amounts in respect of VAT as are chargeable on the supply of the Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 5.7 If the Customer as specified in fails to make any payment due to Oakland under the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due datedate for payment , then the Customer will shall pay interest on the overdue amount at the rate of 4% per cent per annum above Clydesdale Bank PLC trading as Yorkshire Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the Supplier interest together with the overdue amount. 5.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Oakland may at a rate which will compensate for such loss as has been directly caused any time, without limiting its other rights or remedies, set off any amount owing to it by the late payment. The interest rate will not be at a rate higher than Customer against any amount payable by Oakland to the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Customer. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 8.1 The Charges Customer shall pay the Subscription Fees to GivePanel for the Services will be as set out Subscription Package in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. accordance with this clause 8. 8.2 Unless otherwise agreed in writing by the CustomerOrder, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will GivePanel shall invoice the Customer as specified for the Subscription Fees annually in advance on or around the AgreementSubscription Date. Each invoice will include such supporting information required by the Customer to verify the accuracy All invoices shall be paid within 14 days of the invoice including but not limited date. 8.3 If, at any time, during the Subscription Term the Customer’s use of the SaaS Services results in the amounts of Transactions being completed exceeding the amount of Transactions in the Subscription Package for which the Customer has paid the Subscription Fees, GivePanel shall notify the Customer of the same and the parties shall discuss a change to the relevant Purchase Order number and a breakdown Subscription Package, together with the associated change in the Subscription Fees payable, for the remainder of the Services supplied Subscription Term. Upon the agreement of the updated Subscription Package GivePanel shall invoice the Customer for any increase in Subscription Fees payable and such invoice shall be paid within 14 days of the invoice perioddate. 6.3 In consideration 8.4 If, following a notification as outlined in clause 8.3 above, the parties are unable to agree a revised Subscription Package then the Subscription Package shall remain at its current status but GivePanel shall be entitled to suspend the Customer’s use of the supply SaaS Services when it has completed the amount of Transactions as it has purchased pursuant to its Subscription Package and such suspension shall only be lifted upon the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 agreement of an updated Subscription Package pursuant to clause 8.3 above. 8.5 If GivePanel has not received payment of any invoice within 7 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance due date, and without prejudice to the Customer’s any other rights and remedies of GivePanel: (a) GivePanel may, without liability to the Customer, disable the Customer's password, account and access to all or part of the SaaS Services and GivePanel shall be under this Agreementno 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 (c) 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 from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 8.6 All amounts and fees stated are or referred to in this agreement: (a) Shall, unless otherwise agreed in writing, be payable in GBP; (b) are, subject to clause 13.3(b), non-cancellable and non-refundable; (c) are, unless otherwise agreed, exclusive of VAT any value added tax, which will be charged may applicable to GivePanel's invoice(s) at the prevailing appropriate rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Charges charges for each Statement of Work shall be in accordance with the Services will be as fee structure set out in the Purchase Order or Award Letter, and will applicable Statement of Work (“Price”). 5.2 The Client shall pay to Supplier the Price as invoiced. 5.3 All valid invoices issued to the Client pursuant to a Statement of Work shall be the full and exclusive remuneration payable within 30 days of the Supplier date of issue. Invoices in respect of Services to be supplied at a fixed price shall be issued in advance of the performance supply of the Services. The Client shall not be permitted to make any deduction from the Price whether in respect of set-off, counterclaim or otherwise. 5.4 Unless otherwise agreed in writing with the Client, Supplier shall be entitled to allocate payments received to settle (in full or in part) any sums due from the Client under any Contract, in any order or manner the Supplier determines, and in particular shall be entitled to apply any part payment to settle outstanding interest on overdue amounts, ahead of principal. 5.5 The Price, and any additional charges payable hereunder, are exclusive of VAT, customs charges and duties, which shall be paid by the CustomerClient in the amount and manner prescribed by law. 5.6 Notwithstanding Clause 5.2 or any other arrangements for provision of credit which Supplier may have agreed with the Client in respect of a Statement of Work, the Charges will include every cost and expense whole price of all Services bought or agreed to be bought by the Client shall be immediately payable without demand in any circumstances entitling Supplier directly or indirectly incurred in connection with to terminate the performance of the ServicesContract pursuant to Clause 9. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without 5.7 Without prejudice to any of its other rights, if the Customer’s other rights and remedies under this Agreement.Client fails to make any payment when due Supplier shall be entitled to: 6.4 Where the Supplier enters into a sub-contract for the purpose of performing 5.7.1 suspend its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires the Statement of Work for so long as any payment to be made of all sums due by hereunder remains outstanding; and/or 5.7.2 charge interest on the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged overdue amount at the prevailing statutory rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified and otherwise in accordance with the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇Act 1998. Any disputed amounts will be resolved through The Client shall make all payments under each Statement of Work without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required, the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless Client shall pay to the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2such additional amount as will ensure that the Supplier receives the same total amount that it would have received if no such withholding or deduction had been required.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Tender, Purchase Order or Award Letter, and will be the full and exclusive remuneration of to the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s Customer‟s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 4039. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 5.1 In consideration of the provision of the Services will be by Veritau, You shall pay the Charges as set out in the Purchase Order or Award Engagement Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. . 5.2 Unless otherwise agreed in writing by between the CustomerParties, the Charges will shall include every cost and expense of the Supplier Veritau directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will 5.3 Veritau shall invoice You either monthly in arrears or upon completion of the Customer as specified in Services for the AgreementCharges (together with VAT where appropriate) for the period concerned. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodperiod and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts. 6.3 In consideration of 5.4 If there is a dispute between the supply of Parties as to the Services by the Supplieramount invoiced, the Customer will You shall pay the Supplier undisputed amount. Any disputed amounts shall be resolved through the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer dispute resolution procedure detailed in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementclause 19. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 5.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willYou shall, following the receipt of a valid VAT invoice, pay to the Supplier Veritau a sum equal to the VAT chargeable in respect of the Services. 5.6 You shall pay each invoice submitted to it by Veritau, in full and in cleared funds in accordance with the terms set out on the services suppliedinvoice. 6.6 If there is a dispute as 5.7 Without prejudice to the amount invoiced the Customer will pay the undisputed amount. 6.7 If any other right or remedy that it may have, if a payment of an undisputed amount is not made by the Customer You by the due date, then Veritau may (a) charge interest on such sum from the Customer will pay the Supplier interest due date for payment at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the dispute resolution procedure detailed Customer shall pay the interest immediately on demand.; and (b) suspend all Services until payment has been made in clause 40full. 6.8 The Supplier will not suspend 5.8 All sums payable to Veritau under the supply Agreement shall become due immediately on its termination or upon completion of the Services unless Services, despite any other provision. This clause 5.8 is without prejudice to any right to claim for interest under the Supplier is entitled law, or any such right under the Agreement. 5.9 Veritau may, without prejudice to terminate this Agreement for a failure any other rights it may have, set off any liability of You to pay undisputed sums in accordance with clause 15.2Veritau against any liability of Veritau to You.

CHARGES AND PAYMENT. 6.1 8.1 The price of the Goods 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 in force as at the date the Contract came into existence and shall include the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Client 8.2 The Charges for the Services will shall be as set out in the Purchase Order or Award LetterOrder, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the CustomerClient, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 8.3 The Supplier will shall invoice the Customer Client on delivery of the Goods or completion of the Services (as specified in the Agreementcase may be). Each invoice will shall include such supporting information required by the Customer Client to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 8.4 In consideration of the supply of the Services by the Supplier, the Customer will Client shall pay the Supplier the invoiced amounts no later than 30 within [60] days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementSupplier. 6.4 Where 8.5 All amounts payable by the Supplier enters into a sub-contract Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the purpose of performing its obligations time being (VAT). Where any taxable supply for VAT purposes is made under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due the Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Client, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willClient shall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless at the same time as payment is due for the supply of the Services. 8.6 If the Client fails to pay any amount properly due and payable by it under the Contract, the Supplier shall have the right to charge interest on the overdue amount at the rate of 1% per cent per annum above the base rate for the time being of Barclays Bank PLC accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that the Client disputes in good faith. 8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow the Client to inspect such records at all reasonable times on request. 8.8 The Client may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Client against any liability of the Client to the Supplier, whether either liability is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: (a) shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price agreed between the parties verbally or in writing prior; and (b) 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. 8.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of the Goods, the Supplier will shall invoice the Customer as specified in on or at any time after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer on completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 8.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 within 60 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 All amounts payable by the Customer 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 event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services suppliedsupply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 6.6 8.6 If there is the Customer fails to make a dispute as payment due to the amount invoiced Supplier under the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then 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 8.6 will pay accrue each day at 2% a year above Barclays Bank plc’s base rate from time to time. This clause does not apply to disputed invoices. 8.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier interest in providing the Services, and the Supplier shall allow the Customer to inspect such records at a rate which will compensate for such loss as has been directly caused all reasonable times on request. 8.8 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the late payment. The interest rate will Customer of its rights under this clause shall not be at a rate higher than limit or affect any other rights or remedies available to it under the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Contract or otherwise. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges 9.1 Odyssey Systems will charge the Customer for the Services will be as set out and the Equipment, the fixed prices specified in the relevant Sales Agreement, Network Services Agreement or other relevant Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesOrder. 6.2 The Supplier 9.2 Odyssey Systems will invoice the Customer as specified monthly in respect of Calls Charges properly delivered in the Agreement. Each invoice will include such supporting information required by the Customer previous month and Services scheduled to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied be delivered in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, forthcoming month and the Customer will pay all undisputed invoices by Direct Debit by the Supplier twenty first after the invoiced amounts no later than 30 date of invoice. If the Customer is unable to pay by Direct Debit the Customer must pay the charges by the fourteenth day after the date of invoice. Odyssey Systems may require the Customer to pay all sums due under this Agreement on demand. 9.3 Odyssey Systems will invoice the Customer within 14 days after delivery of Equipment and the Customer will pay all undisputed invoices within 14 days of receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld the relevant invoice. 9.4 Odyssey Systems reserves the right to charge daily interest on all amounts not paid in accordance with this Clause 9 until payment is received in full at the rate equal to one percent above HSBC Bank plc Base Lending Rate as current from time to time whether before or reduced after judgment and this right to charge interest is without prejudice to Odyssey Systems’ right to treat non-payment of sums due by the Customer in the event as a repudiatory breach of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations 9.5 All sums due to Odyssey Systems under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Agreement are exclusive of VAT Value Added Tax and any other applicable taxes which will may from time to time be introduced, which shall be charged in accordance with the relevant regulations in force at the prevailing ratetime of making the taxable supply and must be paid by the Customer. 9.6 Odyssey Systems may at any time change the charges specified in the ‘Sales Agreement’ or ‘Network Services Agreement’ or other relevant Purchase Order by (a) decreasing the charges without notice; or (b) increasing the charges by giving the Customer (where practicable) 30 days written notice. 9.7 Where an Agreement expires or is properly terminated by either party the Customer shall pay any charges properly accrued due under the Agreement unless agreed otherwise by the parties. The Customer will, following shall be entitled to a pro-rata refund of any pre-paid charges or any other fees or sums paid in respect of any terminated Services that relate to any period after the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedrelevant termination date. 6.6 If there is a dispute as to the amount invoiced the 9.8 The Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply notify Odyssey Systems of the Services unless the Supplier is entitled to terminate this Agreement reasons for a failure to pay undisputed sums in accordance with clause 15.2any disputed invoices within 14 days of receipt.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 8.1 In consideration of the supply provision of the Services Works by the Supplier, the Customer will shall pay the SoW Charges. 8.2 The Supplier shall invoice the Customer for the SoW Charges at the intervals specified, or on the achievement of the Milestones indicated, in the Statement of Work. If no intervals are so specified, the Supplier shall invoice the Customer at the end of each month for Works performed during that month. 8.3 Unless The Customer shall pay each invoice submitted to it by the Supplier within 30 days of the date of the invoice to a bank account nominated in writing by the Supplier from time to time. 8.4 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 invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by due date: (a) the Customer in the event of unsatisfactory performance Supplier may, without prejudice liability to the Customer’s other rights , disable the Customer's password, account and remedies 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 8% over the then current base lending rate of 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. 8.5 All sums payable to the Supplier under this Agreement.agreement: 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated (a) are exclusive of VAT which will be charged at VAT, and the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, shall in addition pay to the Supplier a sum an amount equal to the any VAT chargeable on the services suppliedthose sums on delivery of a VAT invoice; and (b) 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). 6.6 If there is a dispute as 8.6 Where Charges relate to future payments for Third Party Software the Supplier shall use all reasonable endeavours to ensure that the Charges remain at the amount invoiced set out in the Statement of Work, but the Supplier reserves the right to increase such Charges in line with any incremental increase passed on to it by the Third Party Supplier provided the Supplier has given the Customer will pay at least 3 months’ written notice of such increase before the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss date as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified set out in the Late Payment Statement of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Work. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 9.1 In consideration of the provision of the Services will be by ITC, the Customer shall pay the Charges as set out in the Purchase Order Contract.‌ 9.2 The Price does not include the travel, accommodation and subsistence expenses of ITC’s employees, agents or Award Lettersubcontractors (including the cost of time spent travelling) incurred in the provision of the ITC Services, which shall be payable in addition to the Price. However, ITC will where appropriate provide the ITC Services remotely and ITC will only attend at a site at the request of the Customer or where it reasonably anticipates this is necessary for the proper provision of the ITC Services. 9.3 The Price does not include the cost of or charges for any Excepted Services or Additional Services which shall both be charged as Additional Charges. 9.4 ITC may increase the Price, or the rates used to calculate Additional Charges by advance notice in writing to the Customer as follows:‌ 9.4.1 on an annual basis throughout the term of a Contract providing that such increase will not be higher than the percentage increase in the Retail Prices Index; and 9.4.2 at any time during the term of a Contract if the cost of providing the Services to the Customer increases.‌ 9.5 Unless otherwise provided in the relevant Contract, the Price for Services under any Contract shall be invoiced quarterly in advance throughout the term of the Contract. Invoices for one-off Professional Services will be the full and exclusive remuneration issued 50% on issue of the Supplier signing of the Contract and 50% on delivery. Invoices for Goods will be issued on the signing of the Contract. Invoices are payable 14 days after their issue. 9.6 If any payment due to ITC by the Customer is not paid by its due date (or any payment on account requested is not received within 14 days of request) ITC reserves the right to do all or any of the following, in any order or combination: 9.6.1 charge the Customer interest in respect of the late payment (for the avoidance of doubt a payment on account shall not be treated as a late payment save where ITC incurs the time spent or other costs in respect of which the payment on account was requested) on the amount outstanding from time to time (before as well as after judgment) at the rate of 3% per annum above Barclays Bank PLC base rate from time to time or at the statutory rate for the recovery of interest on late commercial debts, whichever is the higher accruing daily and compounding annually, until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest); and 9.6.2 suspend the performance of all or any part of the Services (including any Additional Services and Excepted Services), such suspension shall be without prejudice to ITC’s rights to receive payment in respect of the period of suspension of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.; 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice 9.6.3 implement special delivery terms including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied amending any payment terms or credit limit; and‌ 9.6.4 terminate that Contract. 9.7 ITC shall be entitled to levy Additional Charges in the invoice period.manner described in Clause 9.8 below: 6.3 In consideration 9.7.1 if ITC Services are provided in circumstances where any reasonably skilled and competent IT engineer would have reasonably judged the Customer’s request to have been unnecessary; 9.7.2 if the ITC Services are required as a result of the supply any default of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing compliance with its obligations under this Agreement, Agreement or as a result of the Customer’s failure to comply with ITC’s reasonable instructions or directions issued from time to time; 9.7.3 if ITC shall provide any Excepted Services; 9.7.4 wherever else it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified expressly provided under this Agreement or in the Late Payment relevant Contract; 9.7.5 if ITC provide any Additional Services; 9.7.6 where services are requested outside of Commercial Debts standard business hours ITC may charge the customer. If no such rates are set out, the overtime rate shall be:‌ (Interesta) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through 1.5 x the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply Standard Rate for work carried out on a Business Day outside of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.Business Hours;

CHARGES AND PAYMENT. 6.1 11.1 The Charges Services will be renewed on an ongoing monthly basis. 11.2 Payment for the Services is required in advance and can be paid Monthly, Quarterly, or Yearly. 11.3 Solista will be entitled to increase such charges from the end of the Initial Term by giving written notice of the same to the Customer not less than 3 months prior to the end of the Initial Term. 11.4 Payment for the Installation Charges shall be payable as set out stipulated in the Purchase Order or Award LetterQuote, and will be the full and exclusive remuneration within 14 days of the Supplier in respect date of the performance of the Services. Unless otherwise agreed in writing invoice 11.5 The Customer may elect to have their bills paid by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.way of: 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required a) A direct debit from an account held by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodat an approved financial institution; b) An accepted credit card (Visa, MasterCard); or c) Direct deposit. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 11.6 The Installation Charges are payable within 14 days after receipt of a valid an invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementafter installation work has been completed. 6.4 Where the Supplier enters into a sub-contract 11.7 All charges for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Services are exclusive of VAT which will be charged at GST. If any supply made under or in connection with this Agreement is a taxable supply, the prevailing rate. The Customer willconsideration that the recipient of that taxable supply must otherwise pay or provide for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply, following the receipt of subject to a valid VAT invoice, pay tax invoice being delivered to the Supplier recipient. Words or expressions used in this clause and Agreement which have a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified particular meaning in the Late Payment of Commercial Debts A New Tax System (InterestGoods and Services Tax) ▇▇▇ ▇▇▇▇▇ have the same meaning, unless the context otherwise requires. 11.8 If payment in full is not made by the Customer within fourteen (14) days of the due date for payment, then without prejudice to any other of Solista’s rights under this Agreement or at law: (a) the Customer shall pay upon demand interest upon such unpaid amounts at the rate of one per cent (1%) over Solista’s bank’s overdraft rate for corporate customers. Any disputed The Customer acknowledges that such interest is a genuine pre-­­estimate of Solista's cost of funding such overdue amounts and is not a penalty; (b) the Customer shall pay the cost of any collection, legal costs and related costs incurred by Solista in respect of the unpaid invoice/s; and (c) Solista will be resolved through at liberty to suspend all credit and supply to the dispute resolution procedure detailed Customer and place all work on hold indefinitely 11.9 All payments by the Customer will be made in clause 40full without deduction or set-off on any account whatsoever. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 8.1 The Charges Customer shall pay the LMS Fees to the Supplier for the Services will be as set out User Subscriptions in accordance with this clause 8 and the Purchase Order or Award Letter, and will be Quotation. 8.2 The Customer acknowledges that the full and exclusive remuneration of Supplier may apply a discount to the LMS Fees payable by the Customer to the Supplier in respect of the performance LMS Initial Term, as specified in the Quotation. Following expiry of the Services. LMS Initial Term, in cases where the Supplier has applied a discount to the LMS Fees, the Supplier reserves the right to charge the Customer the LMS Fees due in respect of any LMS Successive Term in full without applying any discount. 8.3 Unless otherwise agreed set out in the Quotation, the Customer shall pay each invoice submitted by the Supplier: 8.3.1 within 15 days of the date of the invoice; and 8.3.2 in full and in cleared funds to a bank account nominated in writing by the CustomerSupplier, the Charges will include every cost and expense and 8.3.3 time for payment shall be of the Supplier directly or indirectly incurred in connection with the performance essence of the ServicesAgreement. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required 8.4 All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to verify time (VAT). Where any taxable supply for VAT purposes is made under the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Agreement by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services suppliedsupply of the LMS Services at the same time as payment is due for the supply of the LMS Services. 6.6 8.5 If there is the Customer fails to make a dispute as payment due to the amount invoiced Supplier under the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Agreement by the due date, then then, without limiting the Supplier's remedies under clause 13: 8.5.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the LMS Services and the Supplier shall be under no obligation to provide any or all of the LMS Services while the invoice(s) concerned remain unpaid; 8.5.2 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 8.5 will accrue each day at 1.5% per month or the maximum rate permitted by law; and 8.5.3 the Customer shall pay the Supplier interest at a rate which will compensate for such loss its reasonable and necessary costs of collection incurred, including, without limitation, reasonable legal fees and the Supplier’s costs of disconnecting and reconnecting the Customer for non-payment. 8.6 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as has been directly caused required by law). 8.7 The Supplier reserves the right to increase the LMS Fees on an annual basis with effect from each anniversary of the Commencement Date (Review Date) by the late payment. The interest rate will not be at a rate higher than of 3% and the interest rate specified percentage increase in the Late Payment of Commercial Debts Consumer Prices Index (InterestCPI) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through over the dispute resolution procedure detailed in clause 40twelve months prior to the relevant Review Date. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 5.1 In consideration of the provision of the Services will be by Veritau, You shall pay the Charges as set out in the Purchase Order or Award Engagement Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. . 5.2 Unless otherwise agreed in writing by between the CustomerParties, the Charges will shall include every cost and expense of the Supplier Veritau directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will 5.3 Veritau shall invoice You either monthly in arrears or upon completion of the Customer as specified in Services for the AgreementCharges (together with VAT where appropriate) for the period concerned. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodperiod and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts. 6.3 In consideration of 5.4 If there is a dispute between the supply of Parties as to the Services by the Supplieramount invoiced, the Customer will You shall pay the Supplier undisputed amount. Any disputed amounts shall be resolved through the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer dispute resolution procedure detailed in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementclause 19. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 5.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willYou shall, following the receipt of a valid VAT invoice, pay to the Supplier Veritau a sum equal to the VAT chargeable in respect of the Services. 5.6 You shall pay each invoice submitted to it by Veritau, in full and in cleared funds in accordance with the terms set out on the services suppliedinvoice. 6.6 If there is a dispute as 5.7 Without prejudice to the amount invoiced the Customer will pay the undisputed amount. 6.7 If any other right or remedy that it may have, if a payment of an undisputed amount is not made by the Customer You by the due date, then Veritau may (a) charge interest on such sum from the Customer will pay the Supplier interest due date for payment at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through , accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the dispute resolution procedure detailed Customer shall pay the interest immediately on demand.; and (b) suspend all Services until payment has been made in clause 40full. 6.8 The Supplier will not suspend 5.8 All sums payable to Veritau under the supply Agreement shall become due immediately on its termination or upon completion of the Services unless Services, despite any other provision. This clause 5.8 is without prejudice to any right to claim for interest under the Supplier is entitled law, or any such right under the Agreement. 5.9 Veritau may, without prejudice to terminate this Agreement for a failure any other rights it may have, set off any liability of You to pay undisputed sums in accordance with clause 15.2Veritau against any liability of Veritau to You.

CHARGES AND PAYMENT. 6.1 3.1 The Charges Customer shall pay 2Connect for the Services services provided in line with the Service Agreement. Recurring charges will be as set out in billed from the Purchase Order or Award Letter, and Commencement Date. One-off charges will be billed following the full and exclusive remuneration delivery of the Supplier in respect of the performance of the Services. Unless otherwise service and/or goods unless agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesotherwise. 6.2 The Supplier will invoice 3.2 All charges and other payments which may become due under the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Contract are exclusive of VAT which will (if applicable) shall be charged payable by the party making the payment in question at the prevailing raterate from time to time in force. 3.3 All invoices issued by 2Connect shall be paid by the customer within fourteen days of the date of the invoice. 3.4 The Customer must provide any purchase order number or other reference which it wishes to appear on any invoice to be issued by 2Connect at least twenty-eight days prior to the date on which the invoice in question is to be raised. The Customer will, following shall not be entitled to reject any invoice issued by 3.5 2Connect shall be entitled to suspend the receipt provision of any service (or part of a valid VAT invoice, pay service) without liability to the Supplier a sum equal customer (including to pay service credits) during any period during which any overdue sums are due to it from the VAT chargeable on Customer. During any such period of suspension, the services suppliedCustomer shall remain liable to pay the charges for the suspended services. 6.6 If there is 3.6 Interest shall accrue on all overdue amounts due from the Customer to 2Connect from the due date until payment in full of all overdue amounts at a rate of four per cent (4%) per annum above the base lending rate from time to time of Santander Bank plc. 3.7 The Customer shall not be entitled to make any deduction from any amount due from it to 2Connect nor shall the Customer be entitled to exercise any right of set-off. 3.8 Where the Customer has a bona fide dispute as to the amount invoiced of any invoice issued by 2Connect which it has informed 2Connect of in writing within 14 days of the date of the invoice, the Customer will pay shall be entitled to withhold payment of the disputed amount only (provided it pays the undisputed amountamount in accordance with Clause 4.3) pending resolution of that dispute. Following resolution of that dispute, the Customer shall pay to ud within seven days (or before the end of the original period of payment if earlier) any amount which it agrees or is ordered to pay together with interest (if applicable) calculated in accordance with Clause 3.6. 6.7 If 3.9 Should 2Connect fail to issue a payment of an undisputed amount is not made by credit note to the Customer for any Service Credits which have become payable by within the due date, time period for issuing such credit note as specified in the relevant Service Level Agreement then the Customer will pay shall be entitled to deduct the Supplier interest at a rate value of those Service Credits form the next invoice issued by 2Connect for the charges for the Services to which will compensate for such loss as has been directly caused those Service Credits relate. 3.10 A charge of £10.00 shall be added to all invoices which are not paid by the late paymentDirect Debit. The interest rate Customer hereby acknowledges and agrees such charge represents a fair and genuine administration charge taking account of the additional difficulties of invoicing and collection for 2Connect where dealing other than on the basis of Direct Debit. Completing a Direct Debit mandate and paying by Direct Debit will not be at a rate higher than avoid the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40£10 monthly non-direct debit charge. 6.8 The Supplier will not suspend 3.11 It is standard practice for 2Connect to conduct a customer credit check and use that information to issue a customer credit limit. You hereby consent to our use of all relevant Customer information for the supply purposes of such credit checks, and to our sharing such information with the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums relevant third parties involved in accordance with clause 15.2.such credit checking. Following such credit checks

CHARGES AND PAYMENT. 6.1 9.1 The Charges price for Equipment: (a) shall be the price set out in the Supplier’s quotation; and (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Equipment. 9.2 The charges for Services will shall be the charges as set out in Supplier’s quotation for the Purchase Order agreed initial period during which the Services are to be provided. If the Services are to be continued or Award Letterrenewed after the end of such initial period the Supplier has the right to review/increase the charges for the Services on such terms as it sees fit. 9.3 In respect of Equipment and Services, the Supplier shall invoice the Customer at such time as the Supplier has detailed in its quotation and will be if no time for invoicing has been specified the full and exclusive remuneration Supplier shall invoice the Customer at such reasonable time as the Supplier thinks appropriate. 9.4 The Customer shall pay each invoice submitted by the Supplier: (a) within thirty days of the Supplier in respect date of the performance of the Services. Unless invoice or as otherwise agreed in writing between the Supplier and the Customer; and (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. 9.5 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 the Supplier to the Customer, the Charges will include every cost and expense Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier directly or indirectly incurred such additional amounts in connection with the performance respect of the Services. 6.2 The Supplier will invoice the Customer VAT as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of are chargeable on the supply of the Services by or Equipment at the Supplier, same time as payment is due for the supply of the Services or Equipment. 9.6 If the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of fails to make a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then then, without limiting the Supplier’s remedies under condition 14 (Termination), 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 condition 9.6 will pay accrue each day at 4% a year above the Supplier interest Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40is below 0%. 6.8 The Supplier will not suspend 9.7 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 7.1 The Charges Supplier shall invoice The Client for Fees and Expenses. All sums due shall be invoiced and paid as specified in the applicable Call Off Agreement and Terms. The Client will pay The Supplier’s invoices by BACs or Faster Payments thirty (30) days from the receipt thereof. 7.2 The Client’s obligations under this clause shall be performed without any right of The Client to invoke set-off, deductions, withholdings or other similar rights. 7.3 The Client shall be charged on a daily basis at the rates quoted on the Call Off Terms, additional hours worked will be charged on an hourly pro rata basis. The Supplier may revise the charges in any published updates to the Digital Market Place. 7.4 The Supplier shall be entitled to charge The Client for any travel or subsistence expenses reasonably incurred by the individuals whom The Supplier engages in connection with the Services and for the Services will be as set out in the Purchase Order or Award Letter, cost of services provided by third parties and will be the full and exclusive remuneration of the required by The Supplier in respect of for the performance of the Services, and for the cost of any materials (including Third Party Materials). Unless The Supplier may invoice The Client for such expenses or costs at any time. 7.5 Where Charges are on a time and materials basis in relation to Services, The Supplier shall invoice The Client in arrears on the basis of the Call Off Agreement and Terms and any estimate provided by The Supplier in the Call Off Agreement and Terms (or as otherwise agreed in writing by the Customerparties in writing). Amounts invoiced in arrears shall be reconciled against actual time taken by The Supplier from time to time and The Supplier shall adjust future invoices, issue credit notes or further invoices as applicable in relation to such Charges. 7.6 Where the Proposal includes an Advance to be payable by The Client, the Advance shall be invoiced on the Commencement Date in addition to the Charges will include every cost and expense of shall be credited against the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 Charges to be invoiced by The Supplier will invoice after the Customer as specified in the AgreementCancellation Period has expired. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but Specific resources shall not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of be assured for the Services by The Supplier unless and until the Supplier, the Customer will pay the Supplier the invoiced amounts no later Advance is paid. 7.7 Invoices may not be disputed more than 30 seven (7) days after receipt they are issued. Time is of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event essence for payment of unsatisfactory performance without prejudice to the Customer’s other rights and remedies any sum under this Agreement. 6.4 Where 7.8 All amounts payable by The Client under the Supplier enters into a sub-contract for the purpose Contract are priced exclusive of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoiceVAT. 6.5 All amounts stated are exclusive 7.9 Without limiting any other right or remedy of VAT which will be charged at The Supplier if The Client fails to make any payment due to The Supplier under the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due datedate for payment: 7.9.1 The Supplier may immediately suspend provision of the Services; and/or 7.9.2 If The Supplier has reallocated its resources, then the Customer will pay the Supplier interest at a rate which will compensate any timetable for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified provision of Services set out in the Late Payment Call Off Terms shall no longer apply and the parties shall meet to agree a separate timetable; and/or 7.9.3 The Supplier shall have the right to charge statutory interest and VAT on the overdue amount at the rate of Commercial Debts eight (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through 8) per cent plus the dispute resolution procedure detailed in clause 40then Bank of England base rate accruing on a daily basis from the due date for payment until the date of actual payment of the overdue amount, whether before or after judgment. 6.8 7.9.4 If the Services are suspended The Supplier will may apply a re-connection charge equivalent to one month’s charges for the relevant Services. 7.9.5 In the event of any dispute with regard to a portion of an invoice, the undisputed portion shall be paid as normal. 7.10 Estimates are subject to change if based on incorrect information provided by The Client, or if any specified dependencies / facilities are not suspend the supply of the Services unless the Supplier is entitled available on time, or if any equipment required to terminate this Agreement for a failure be provided by The Client fails to pay undisputed sums in accordance with clause 15.2operate correctly.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will be as are set out in the Purchase Order or Award Letter, and will be Quote. 5.2 TEL reserves the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, right to increase the Charges will include every cost to reflect any additional costs and expense of expenses that it incurs in providing the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice Services including but not limited to such costs in respect of waiting time and underutilised forms of transport. 5.3 TEL shall invoice the relevant Purchase Order number and a breakdown Customer weekly in arrears. 5.4 The Customer shall pay each invoice submitted by TEL within 5 working days of the Services supplied date of the invoice in full and in cleared funds to TEL’s bank account detailed in the invoice periodQuote and time for payment shall be of the essence of the Contract. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced 5.5 Unless otherwise clearly specified all amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the event of unsatisfactory performance without prejudice time being (VAT) or any other applicable tax or charge. Where any taxable supply for VAT purposes is made under the Contract by TEL to the Customer’s , or any other rights and remedies under this Agreement. 6.4 Where tax or charge is imposed on the Supplier enters into a sub-contract for Materials and/or the purpose provision of performing its obligations under this Agreementthe Services, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the on receipt of a valid VAT invoiceinvoice from TEL, or an invoice for the other applicable taxes and/or charges, the Customer shall pay to TEL such additional amounts at the Supplier a sum equal to same time as payment is due for the VAT chargeable on supply of the services suppliedServices. In the event that TEL notifies the Customer of these additional amounts after the Customer has paid for the Services, the Customer shall pay the additional amounts within 5 working days of receiving an invoice for the additional amount in the manner prescribed in clause 5.4. 6.6 5.6 If there is a dispute as to the amount invoiced the Customer will pay fails to make any payment due to TEL under the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due datedate for payment, then the Customer will shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Lloyds Bank Plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the whole overdue amount, whether before or after judgment. The Customer shall pay the Supplier interest together with the whole overdue amount. 5.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). TEL may at a rate which will compensate for such loss as has been directly caused any time, without limiting its other rights or remedies, set off any amount owing to it by the late payment. The interest rate will not be at a rate higher than Customer against any amount payable by TEL to the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Customer. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-sub- contract which requires payment to be made of all sums due by the Supplier to the sub-sub- contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless ▇▇▇▇ agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no greater than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 11.3 to 11.9 of this Agreement. (c) In this clause 11.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Charges to the Supplier in accordance with the invoiced amounts no later than provisions of this Clause [5]. 5.2 The Supplier may issue an invoice for the Charges to the Customer from time to time during the Term. 5.3 The Customer will pay Charges to the Supplier in cleared funds within 30 days after receipt of a valid the date of issue of an invoice issued in accordance with Clause [5.2]. 5.4 All amounts payable under the Agreement are exclusive of all sales, value-added, withholding and other taxes and duties which includes a valid Purchase Order number. Payments may will be withheld or reduced payable by the Customer in (except for taxes payable on the event of unsatisfactory performance without prejudice to Supplier's net income, which will be payable by the Customer’s other rights and remedies under this AgreementSupplier). 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in 5.5 Charges must be paid by bank transfer (using such sub-contract which requires payment to be made of all sums due details as are notified by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoiceCustomer). 6.5 All amounts stated are exclusive of VAT which will be charged at 5.6 If the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, does not pay any amount properly due to the Supplier a sum equal to under or in connection with the VAT chargeable Agreement, the Supplier may: (a) charge the Customer interest on the services supplied.overdue amount at the rate of 5% per year above the base rate of Santander Bank from time to time (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand); or 6.6 If there is a dispute as to the amount invoiced (b) claim interest and statutory compensation from the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in pursuant to the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts Act 1998. 5.7 The Supplier may elect to vary the Charges / Daily Rate by giving to the Customer not less than 30 days' written notice of the variation expiring at the end of the Agreement. 5.8 The Customer will reimburse the Supplier in respect of the Expenses and the Supplier may invoice in respect of Expenses at any time after the relevant Expenses have been incurred by the Supplier, providing that the Supplier must obtain the Customer's prior written consent before incurring Expenses exceeding an agreed limit. (a) With regard to travel costs (where this will involve air travel) the routing, times, carrier and class of the air travel will be resolved through agreed between the dispute resolution procedure detailed Supplier and the Customer in clause 40advance of any work being accomplished. Where considered necessary (such as longer duration of flights) the class of air travel will be business class. 6.8 (b) Both UK and destination airport transfer costs will be met by the Customer. 5.9 The Supplier will not suspend will: (a) ensure that the supply personnel providing the Services complete records of their time spent providing those Services; (b) collect and collate evidence of all Expenses; (c) retain such records and evidence during the Term and for a period of 12 months following the end of the Services unless Term; and (d) supply such records and evidence to the Supplier is entitled Customer within 10 Business Days following receipt of a written request to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2do so.

CHARGES AND PAYMENT. 6.1 3.1 If contracted by The Charges Dream Maker payment by the Customer for the Provider’s Services will be through the Dream Maker. The Dream Maker will deduct or add its portion as set out agreed and in accordance with the Purchase Order or Award Letter, and will Schedule from any payment due by the Dream Maker to the Provider. 3.2 If contracted directly by The Dream Maker the Provider must direct all invoices to the Dream Maker for all Services. Fees quoted by the Provider must not be the full and exclusive remuneration greater than would be quoted to any other customer of the Supplier in respect of Provider or as advertised and must only be discussed directly with the performance of Dream Maker not the Services. Unless otherwise customer unless agreed in writing with The Dream Maker.All invoices directed to the Dream Maker by the Customer, the Charges will Provider must include every cost and expense a detailed description of the Supplier directly or indirectly incurred Service provided, date provided, name of the Customer and the Dream Maker’s reference number for the Event in connection question. 3.3 If the provider is recommended by the Dream Maker and the Customer is acting independently with the performance provider for the services or product included in the Dream maker managed event, it is expected that the Provider works according to the expectations of the ServicesDream Maker team and in accordance to these terms & conditions 3.4 If contracted by The Dream Maker any variations to the Services and any additional costs for such variations must be agreed in writing between the Provider and the Dream Maker before discussion with the customer. 6.2 3.5 If under contract The Supplier Dream Maker will invoice use all reasonable endeavours to collect the Provider’s fee from the Customer as specified in advance of the Agreement. Each invoice event or service, but will include such supporting information required be in no way liable to the Provider for their fee unless or until the Customer pays the Dream Maker. 3.6 In the event of any deposit payments to the Provider under this Agreement become refundable, or any challenge is made to the Provider’s Services by the Customer or the Dream Maker, any payments to verify the accuracy Provider must be immediately repaid into the trust account of the invoice including but not limited Dream Maker’s solicitor pending resolution of the dispute. Full and Final Payments will be made 5 working days after the event or on receipt of an invoice. 3.7 Any money due by the Provider to the relevant Purchase Order number and a breakdown Dream Maker or Customer pursuant to this Agreement will incur default interest from the date they are due until payment. In the event any judgment is given by any tribunal of competent authority in favour of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of Dream Maker on a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations dispute arising under this Agreement, it this provision will ensure remain in full force and effect and shall not be deemed merged, waived or extinguished upon judgment so that a provision is included in such sub-contract which requires payment to this interest shall be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoicepayable at this rate after any judgment. 6.5 All amounts stated 3.8 Any bookings secured and deposits paid that are exclusive postponed due to unforeseen reasons out of VAT which the customers or the Dream makers control will be charged at the prevailing rate. The Customer will, following the receipt of transferable where possible or a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts full refund will be resolved through the dispute resolution procedure detailed in clause 40required to find an alternative. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 10.1 The Charges for Subscription Fee and any other charges (including expenses) expressly agreed between the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed Parties in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required shall be paid by the Customer at the rates and in the manner set out under the Pricing Terms in the relevant Order Form. 10.2 All invoices shall be paid within 30 calendar days of the date on the invoice issued by Cashfac. 10.3 If there is a genuine dispute as to verify whether the accuracy whole or part of an invoice submitted by Cashfac is payable, the Customer shall promptly (and in any event within 10 Business Days from receipt of invoice), give notice of dispute in writing to Cashfac. The Customer shall withhold only the amount in dispute until the resolution of the dispute in accordance with clause 20. For the avoidance of doubt, the undisputed part of the invoice including but not limited to the relevant Purchase Order number will be due and a breakdown of the Services supplied payable in the invoice periodaccordance with clause 10.2. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 10.4 If Cashfac has not received payment within 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance due date, and without prejudice to the Customer’s any other rights and remedies of Cashfac: 10.4.1 Cashfac may, revoke Customer's access to all or part of the Subscribed Services and Cashfac shall be under no obligation to provide any or all of the Subscribed Services while the invoice(s) concerned remain unpaid; and 10.4.2 any sum or charge not paid by the Customer when properly due and payable shall bear interest (both before and after judgement) compounded on a daily basis until paid at the then prevailing rate of interest in accordance with the Late Payments of Commercial Debt Act 1998 (amended 2013 Regulation). The Customer shall pay the interest together with the overdue amount. 10.5 All amounts and Fees stated or referred to in this Agreement.: 6.4 Where 10.5.1 shall be payable in pounds sterling (unless stated otherwise under the Supplier enters into a subOrder Form); 10.5.2 are non-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice.refundable; 6.5 All amounts stated 10.5.3 are exclusive of VAT (or such other relevant tax), which will shall be charged added to Cashfac’s invoice(s) at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made appropriate rate and shall be payable by the Customer at the rate and in the manner prescribed by law. 10.6 Cashfac shall be entitled to increase the Fees every 12 months from the relevant Order Form Commencement Date by the due datepercentage increase in AWE, then unless agreed otherwise between the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Parties. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 9.1 In consideration of the Services will be as provision of the Services, the Customer shall pay the charges in accordance with this Clause 9 (the ’Charges’). 9.2 Resolution IT shall invoice the Customer according to the billing period set out in the Purchase Order or Award Letter, and charges will be calculated using the full and exclusive remuneration details recorded by Resolution IT. 9.3 The Customer agrees to pay the whole amount of the Supplier in respect Charges (without any withholding, deduction, set off or counter-claim), within thirty days of the performance date of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesResolution IT’s invoice. 6.2 The Supplier will invoice 9.4 Resolution IT shall be entitled to offset any monies owed to the Customer as specified in the Agreement. Each invoice will include such supporting information required against any monies owed to Resolution IT. 9.5 Invoices shall be deemed accepted by the Customer to verify unless a written objection, which clearly identifies the accuracy reason for the dispute is received by Resolution IT within ten Working Days of the invoice including but not limited to the relevant Purchase Order number and a breakdown date of the Services supplied in invoice. If the invoice period. 6.3 Customer disputes the invoice, the parties shall make all reasonable endeavours to resolve the dispute promptly. In consideration the event that the dispute has not been resolved within fifteen Working Days of the supply receipt by Resolution IT of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under letter, the dispute shall be escalated in accordance with the provisions of Clause 18 of this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 9.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a fails to make any payment in respect of an undisputed amount is not made by the Customer Goods or Services by the due date, then Resolution IT shall be entitled to take one or more actions: 9.6.1 Suspend the provision of Services to the Customer will pay until such time as the Supplier outstanding invoice(s) is/are paid; 9.6.2 Charge the Customer interest at the rate of 2.5% per calendar month, on any amount outstanding from the due date to the date of actual payment and such interest shall accrue on a daily basis; 9.6.3 Terminate this Agreement; 9.6.4 Recover from the Customer damages for any costs or losses suffered by Resolution IT as a result of the Customer’s failure to make payment. 9.7 If during the execution of this Agreement Resolution IT incurs reasonable expenses, Resolution IT shall be entitled to charge the Customer at cost for such expenses. 9.8 If Resolution IT is requested to provide Goods or Services in addition to those set out in the Order, Resolution IT shall charge the Customer for the provision of such Goods or Services at its prevailing rates. 9.9 All prices or Charges stated or referred to in this Agreement are exclusive of packing, 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 if applicable shall be charged in addition at the rate ruling at the tax point. 9.11 All elements of the Charges for Services shall be reviewed by Resolution IT 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 Resolution IT, the maximum annual increase in the annual charge will not exceed the greater of 7.5% and the prevailing annual retail price index published by the States of Guernsey ; 9.11.2 Any proposed changes in charges will be notified to the Customer in writing not less than ninety days prior to any anniversary. 9.12 Notwithstanding the provisions of clause 9.11, Resolution IT shall be entitled to change its charges for any part of the Services: 9.12.1 If its suppliers changes their charges at any time, by providing the Customer not less than twenty eight day’s notice; 9.12.2 Forthwith if the Customer changes the number of End Users of any service that is priced on a per-user basis; 9.12.3 Forthwith if the Customer requests and Resolution IT agrees to deliver additional Services; 9.12.4 Any other factor that is beyond the reasonable control of Resolution IT, by providing the Customer not less than twenty eight day’s notice. 9.13 Resolution shall charge the Customer for all work that is requested by the Customer which is not covered by or is otherwise excluded from this Agreement as follows: 9.13.1 Work carried out at the Customer’s premises shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for each site-visit of thirty minutes and thereafter for each fifteen minute block or part thereof; 9.13.2 Work carried out remotely shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge of fifteen minutes and thereafter for each fifteen minute block or part thereof; 9.13.3 If the Customer requests that work is carried out between the hours of 5.30pm and midnight Monday to Friday or 8am to midnight on Saturday, Resolution shall uplift the Charge set out in sub-clauses 9.13.1 and 9.13.2 by a factor of 1.5; 9.13.4 If the Customer requests that work is carried out between the hours of midnight and 8am Monday to Saturday or at any time on a Sunday or public holiday, Resolution shall uplift the Charge set out in sub-clauses 9.13.1 and 9.13.2 by a factor of 2; 9.13.5 Emergency call outs that require a visit to the Customer’s premises shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for each site-visit which shall be charged at Resolution IT’s prevailing rate for emergency on-site assistance and thereafter for each fifteen minute block or part thereof, which will compensate be subject to uplift as set out in sub-clauses 9.13.3 and 9.13.4. 9.13.6 Emergency call outs that require work to be carried out remotely shall be charged at Resolution IT’s prevailing hourly rate subject to a minimum charge for such loss as has been directly caused by the late payment. The interest each site-visit which shall be charged at Resolution IT’s prevailing rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts for emergency remote assistance and thereafter for each fifteen minute block or part thereof, which will be resolved through the dispute resolution procedure detailed subject to uplift as set out in clause 40sub-clauses 9.13.3 and 9.13.4. 6.8 9.14 Resolution IT shall be entitled to conduct credit checks in respect of the Customer from time to time. 9.15 Resolution IT shall be entitled to require that the Customer pays a deposit before the commencement of Services or during the term of this Agreement if Resolution IT becomes aware of an adverse change to the Customer’s financial standing: 9.15.1 Resolution IT shall be entitled to apply all or any of the deposit against any unpaid charges at its sole discretion; 9.15.2 Deposits shall not attract interest. 9.16 The Supplier will not suspend Company shall be entitled to: 9.16.1 Correct a previously raised invoice for a period of twelve months following the date of the invoice; and 9.16.2 Raise an invoice for supply of the Services unless for a period of twelve months following the Supplier is Client's incurring the Charges; and 9.16.3 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 Resolution IT, Resolution IT shall be entitled to terminate charge the Customer for all expenses incurred up to the date of the modification. 9.18 Time is of the essence with regard to payments due under the terms of this Agreement for a failure Agreement. 9.19 The Customer hereby consents to pay undisputed sums in accordance with clause 15.2and procures that its directors, owners and officers consent to Resolution IT carrying out such credit reference checks as are deemed reasonable by Resolution IT. The Customer also agrees to provide all information requested by Resolution IT that is necessary to carry out such credit reference checks.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇Act 1998. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 4038. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 9.1. In consideration for the provision of the Services, the Client shall pay the Supplier the Charges in accordance with the Quotation. The Charges shall be paid in pounds sterling. 9.2. Unless otherwise agreed in the Quotation, the Supplier shall invoice the Charges to the Client: 9.3. Unless excluded in any Quotation, the Supplier may increase the Charges no more than once in any 12-month period, always provided that the first such increase shall fall after the first anniversary of the commencement of the Quotation. The Supplier shall give the Client not less than 3 months' notice of any increase. Any such increase shall not exceed the percentage increase, over the last 12 months for which figures are available, in the UK All Items Retail Prices Index or such replacement index as the parties may agree. Any increase in the Charges shall apply with effect from expiry of the Supplier's notice. 9.4. In the event that the Client does not instruct the Supplier to commence providing any Services within 8 weeks of the date on which it was agreed that the Supplier should commence providing those Services then the Supplier may increase the Charges to reflect any increase in costs that the Supplier will suffer as a result of the delay. 9.5. The Supplier reserves the right to demand advanced payment in full to cover any disbursements or expenses incurred by the Supplier including postage or down payments to third party suppliers. 9.6. Unless otherwise agreed in the Quotation, the Client shall reimburse to the Supplier, in addition to the Charges, the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by the Supplier's employees, subcontractors and agents in the provision of the Services. Any such reimbursement shall be in accordance with any expenses policy, as set out in the Purchase Order Quotation or Award Letteragreed between the parties. If no expenses policy is in place, and will be the full and exclusive remuneration of Client shall reimburse the Supplier in respect for all reasonable expenses. 9.7. The Client shall pay each invoice which is properly due and submitted to it by the Supplier, within 30 days of the performance of the Services. Unless otherwise agreed receipt, to a bank account nominated in writing by the CustomerSupplier. Time for payment shall be of essence to the Quotation. 9.8. All amounts payable by the Client are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Quotation by the Supplier to the Client, the Charges will include every cost and expense Client 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 Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 9.9. If the Client fails to make any payment due to the Supplier under the Quotation by the due date for payment, then, without limiting the Supplier's remedies under clause 16, the Client shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank 's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. 9.10. Where the parties have agreed that the Client is to make payments by instalments, if the Client fails to make any single payment due to the Supplier will under the Quotation by the due date for payment, then, without limiting the Supplier’s remedies under clause 16, the Supplier shall have the authority to: invoice the Customer Client for all Charges under the Quotation and payment must be made in accordance with clause 9.6; and suspend Services. 9.11. All amounts due under the Quotation shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodlaw). 6.3 In consideration of the supply of the Services 9.12. Any Charges quoted in any samples, drawings, descriptive matter or advertising issued by the Supplier, are published for the Customer will pay sole purpose of giving an approximate idea of the Supplier Charges and shall not form part of the invoiced amounts no later than 30 days after receipt Quotation or have any contractual force. 9.13. Where multiple activities are required as part of an overall project, each completion of Service(s) or delivery of goods shall be deemed to arise from a valid separate contract. Any invoice which includes a valid Purchase Order number. Payments may for successful delivery or completion of agreed activities shall be withheld or reduced by the Customer payable in full, in the event normal way, without reference to any other instalment under any other contract notwithstanding any defect or default in the delivery or completion of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT instalment which will be charged at the prevailing rate. The Customer will, following the receipt of dealt with as a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedseparate and unrelated issue. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay HBT the Charges as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Customer with effect from the Start Date. 5.2 HBT may vary all or any of the Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. If, during the Initial Contract Period, HBT increases the Charges by more than the Retail Price Index (RPI), the Customer may terminate the Agreement during the Initial Contract Period on written notice to the Company within thirty (30) days of receipt of the notice of increase, without the obligation to pay the Early Termination Fee. 5.3 For the avoidance of doubt, any increase to the Charges that would not have increased the Customer’s immediately previous monthly total bill for that specific Service, (if the increase(s) had applied for the whole of that month) by more than the RPI annual inflation rate at the date HBT notifies the Customer of the applicable increase in the Charges, shall not entitle the Customer to terminate the Agreement.. 5.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). 5.5 HBT shall issue invoices for the Services will in accordance with the billing dates specified in this Contract. 5.6 The Customer shall pay the Charges within fourteen (14) days of the date of the relevant HBT invoice, unless otherwise agreed by HBT. The Customer shall not be as set out in entitled to set-off, contra or withhold any payment due to HBT against any sums of whatsoever nature that are due to the Purchase Order Customer from HBT or Award Letterthat the Customer claims are due from HBT, and will be the full and exclusive remuneration time of payment of all sums under this Contract is of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesessence. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but 5.7 Where Charges are not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced paid by the Customer in accordance with this clause 5, HBT may require the event of unsatisfactory performance without prejudice Customer to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of pay all sums due by under this Contract on demand, and reserve the Supplier right to the sub-contractor within a specified period not exceeding 30 days charge Interest on all amounts overdue from the receipt Customer on a daily basis (before as well as after any judgement) until the date of a valid invoicepayment, at Natwest base rate plus four percent (4%). 6.5 5.8 All amounts Charges are stated are exclusive of VAT which will be charged at the prevailing rateValue added tax (VAT) or other applicable taxes. The Customer willshall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). Payment shall be by Direst Debit and a fee of £20.00 per incident for any cancelled, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 dishonoured or failed Direct Debit or charges may be applied. If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by Direct Debit, an administrative charge of £5.00 per month shall be applied. 5.9 If you believe all or any part of an invoice is in error, you must notify HBT Communications within 6- months (180) days of your receipt of the Customer by the due dateinvoice. If you fail to do so, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate HBT Communications will not be at a rate higher than required to make any adjustment to the interest rate specified in invoice, and you shall be deemed to have waived any right to contest the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40invoice. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless UKRI agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 11.3 to 11.9 of this Agreement. (c) In this clause 11.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.

CHARGES AND PAYMENT. 6.1 The Charges for 11.1. Fixed-fee Commissions shall have a defined set of deliverables at the Services will be outset, with a clear start and finish date, and a set overall Fee, as set out in the Purchase Order Quotation. Where Commissions are on a fixed-fee basis, an invoicing schedule shall be agreed with the Client at the outset of the Commission. Payment(s) shall be made by the Client in line with the agreed schedule, regardless of time incurred during that period, notwithstanding non-delivery/non-completion of other instalments or Award Letterother default by the Company. If the Client wishes to re-profile the invoicing schedule to reflect changing requirements then The Company shall accommodate this to meet the Client’s reasonable demands, but this must be agreed in advance prior to the Company issuing an invoice. 11.2. Where Commissions carry a fixed-fee, then the full Fee is payable for completion of the agreed deliverables, regardless of the time expended by the Company. If the Company has underestimated or overestimated the time it shall take to complete the Commission as advertised, it shall have no impact on the Fee. If the Client wishes to amend the Commission and/or faces unexpected difficulties, which result in the workload of the Commission significantly increasing due to factors beyond the control of the Company, the Company shall discuss with the Client whether to reduce other parts of the Commission to compensate for this, or to increase the Fees. When issuing Quotations, the Company allows for a modest amount of general project management time, which includes general correspondence with the Client. This provision is made on a ‘fair use’ basis. If the time dealing with queries becomes excessive, the Company shall let the Client know and agree with the Client whether to reduce other areas of the work accordingly, or to increase the Fees. The Client confirms that any delays or inability to deliver the full Commission within a fixed-fee as a result of excessive time taken dealing with administrative requests from the Client (including FOI requests) shall not constitute a breach of the Agreement. 11.3. Where Commissions are not on a time-limited, fixed-fee basis, the Company shall specify in advance whether Fees are charged under a ‘retainer’ style Agreement, or on a ‘pay as you go’ basis, as described in clauses 11.4 and 11.5. 11.4. For ‘pay as you go’ arrangements the Company shall charge for the Company’s time on a per hour basis for all time incurred working for the Client. The Company shall invoice for the Company’s time monthly in arrears unless the Company has agreed otherwise with the Client in writing prior to commencing the Commission. For ‘pay as you go’ Agreements, the Company shall invoice for the time in whole hours with a minimum charge of 1 hour. For all ‘pay as you go’ arrangements, expenses are charged monthly in arrears in addition to Fees for the Company’s time. 11.5. For ‘retainer’ arrangement the Company shall agree in advance a set allowance of hours or days for a set period, but with potential to continue extending this. Under a retainer Agreement the Client can call on the Company during Normal Working Hours, as and when required within the agreed retainer period, and will the Company shall make itself available to deliver tasks for the Client within a reasonable period of receiving notification from the Client. Whilst there may be defined deliverables at the outset of retainer Agreements, under a retainer arrangement the Company agrees that these may be amended/varied as the work progresses to suit the Client’s needs. Unless the Company has agreed otherwise in advance with the Client, retainers are set in quarterly increments with a minimum initial period of two consecutive quarters. For retainer Agreements, the Company shall invoice for the agreed time for the period in full in advance. Fees for retainers are payable within the Company’s invoice payment terms. For all retainer Agreements expenses are charged monthly in arrears in addition to Fees for the Company’s time. 11.6. If the Client is going to exceed the allocated time for a ‘retainer’ Agreement the Company shall let the Client know prior to doing so. Any additional time used shall be chargeable at the Company’s standard hourly rates on the ‘pay as you go’ basis unless the Client commits to a renewal of the retainer. The Company shall only allow time to be carried forward to the next retainer period if: the Client is up to date in any payments due to the Company; the Client commits to the renewal of the retainer prior to exceeding the time allowance for the period; the renewal commences immediately following the completion of the period; and the additional hours or days that the Client is going to go over by, do not exceed the full and exclusive remuneration allowance of time for the next period. If the Company agrees to rolling forward of surplus time then the Company shall deduct the overspend of time from the next retainer period. If the Client opts not to renew, or prefers not to carry overspend forward into future retainer periods, the Client agrees that any additional hours shall be treated on the ‘pay as you go’ basis described in clause 11.4. 11.7. Where Commissions are on a ‘retainer’ basis, if the Client fails to use all of the Supplier time allocated within a set invoicing period, the Fee for that period shall still apply and the Company shall not refund the balance. Subject to all sums owing to the Client being paid in respect full and within the Company’s invoicing terms, the Company shall carry forward any unused time under this type of the performance of the Services. Unless otherwise agreed in writing Agreement to be utilised by the CustomerClient, provided that the Charges will include every cost and expense of required tasks are broadly comparable to the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as Services specified in the original Quotation, and provided that any unused time is used within 6-months of the original Commission end date. It is the Client’s responsibility to utilize this time and if it is not utilized within 6-months, then the time shall be lost and the Company shall not refund any remaining balance. 11.8. For the avoidance of doubt, only unused time may be carried forward. Disbursements and/or expenses costs shall not be offset against future retainer Agreements under any circumstances. 11.9. Unless itemised/specified as included in the Quotation, the Company’s service Fees shall be exclusive of expenses. Expenses incurred in order to complete the Commission are passed on to Client. The Company shall charge expenses for the items and at the rates outlined in the Company’s expenses policy, which the Company is happy to provide to the Client if required. If the Client requires the Company to align with its expenses policy then the Client must agree this with the Company in advance of the Company commencing any work for the Client. If the Client does not do this, the Company’s expenses policy shall apply. For the avoidance of doubt, expenses exclude materials and services purchased on behalf of the Client. 11.10. Where the Company is required to provide a Quotation for a fixed expenses Fee, the Company shall charge in full for the expenses allowance. Without prejudice to clauses 11.3 to 11.9 above; if the Company exceeds the estimated expenses costs for a fixed expenses Commission then the Company shall absorb any additional expenditure. For the avoidance of doubt, unless the Company specifies explicitly in the Quotation that expenses shall be charged on a fixed basis, all expenses shall be charged in addition to the Fees set out in the Quotation. 11.11. When charging a fixed sum to reflect the Company’s expenses, the Company shall not supply individual receipts for expenses, and the charge shall be a fixed sum based on a pre-estimate of likely costs incurred. The sum is payable in full regardless of the actual expenses ultimately incurred. If the Company has incorrectly estimated the fixed expense, and the Company exceeds that estimate, provided that the Brief has not changed, the Company shall absorb any overspend. If the Brief is amended, and/or the Commission changes significantly from the description set out in the Quotation, and the Company anticipates that this will likely increase its expenses costs, the Company shall provide the Client with an amended Quotation to include an additional fixed expenses allowance for the Commission. In the event that the Brief is amended beyond the scope of the original Quotation, and the Client does not agree to an additional expenses allowance, the Company may remove the equivalent value of additional expenses incurred, from the time element of the Commission’s budget, and in so doing, the Client agrees that this shall not constitute a breach of the Agreement. 11.12. Each invoice will include Should the Company be required to purchase materials and/or services from third party suppliers on behalf of the Client, this shall be subject to an additional non- refundable 15% handling charge, and shall be charged as soon as the Company incurs the costs. For larger sums, the Company may require the Client to pay the Company for the net cost of the materials in advance before making the purchase. In such supporting information required circumstances the Company shall agree that with the Client prior to incurring costs. All deliverables produced pursuant to the Commission remain the property of the Company, until paid for in full by the Customer Client. 11.13. Where the Company is providing a Quotation on a fixed-fee basis inclusive of all costs, the Company shall absorb any overspend as a result of price increases on materials that may occur in the meantime, provided that: the specification and quantities for the materials/services the Company procures on the Client’s behalf match those used to verify prepare the accuracy original Quotation; any industry-wide increase in the net cost of the invoice including but materials is not limited excessive; and excluding any incidences where costs have increased due to changes in import or other tariffs and/or exchange rate fluctuations. Any price increase as a result of a change to specification and/or an increase in quantities of materials/services after the relevant Purchase Order number and a breakdown of the Services supplied Company’s Quotation has been accepted shall be met in the invoice period. 6.3 In consideration of the supply of the Services full by the SupplierClient. A change in specification includes the Client specifying after the Company’s Quotation has been accepted that the Company must use a particular supplier that is more expensive than others that are available, and also includes any surcharges that are levied by suppliers as a result of changes being made after the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order numberQuotations have been accepted, and they have been Commissioned. Payments may be withheld or reduced by the Customer in In the event of unsatisfactory performance without prejudice a significant market-wide price increase the Company shall agree with the Client whether to proceed, and the additional cost of the Company doing so, or the Company shall remove this element from the price schedules and refund the Client/reduce the Fees accordingly or agree an alternative use of any budget released as a result. 11.14. The Company agrees to exercise reasonable care and attention to quality, and to use reputable suppliers with industry accreditation where relevant, whenever purchasing materials on behalf of the Client, but the Client agrees not to hold the Company liable for any failure or defect in materials purchased on the Client’s behalf, after the items have been accepted by the Client. The Company shall pay for deliverables once the Client has accepted them wherever possible, but where the payment terms of suppliers require the Company to pay for them at point of sale/in advance, or where the payment terms of the supplier require the Company to pay them before the Client can accept the deliverables, the Client agrees to pay the Company in full for them regardless of any defects/failures that are discovered. The Company shall pass on any refund it receives for any defects/failures to the CustomerClient, without deduction, once any issues are resolved with the supplier. The Client agrees that it shall meet any additional costs that may arise because of failure or defects found at a later date. 11.15. When making purchases on behalf of a Client, the Company takes into account quality as well as price when determining value for money, and the Company does not commit to using the lowest cost suppliers. The Company shall consider requests/recommendations by the Client for certain suppliers but the Company reserves the right to refuse to use certain suppliers if the Company determines their quality of product/service does not meet the Company’s other rights standards. For the avoidance of doubt, the Company considers a supplier’s ethics when determining its quality, which shall include such considerations as whether it sources materials ethically, whether it maintains equal opportunities, and remedies under whether it is a responsible employer (this list is not exhaustive). The Company shall be reasonable in such determinations and the Company is happy to discuss this with the Client. In the event that the Company refuses to use a certain supplier and cannot agree on a suitable replacement, the Company shall agree with the Client whether to remove this element from the Commission, so that the Client can procure such services directly, or whether the Company shall allocate the value of the Commission so released for another purpose. In such instances, the Client agrees that this shall not constitute a breach of the Agreement. 6.4 Where 11.16. Should the Supplier enters into a sub-contract Company be required to purchase goods from abroad, if the exchange rate fluctuates between placing an order, and the Company paying for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due dategoods, then the Customer will pay exchange rate in force when payment was made shall be used when charging the Supplier interest at Client. 11.17. Where the Company has applied a rate which will compensate for such loss discount to the Fees, whether on a fixed-fee or payment as has been directly caused by incurred basis, the late payment. The interest rate will not be at a rate higher than discount shall apply only to the interest rate specified Fees set out in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇Quotation and/or for the time period specified. Any disputed amounts will be resolved through Additional work which is beyond the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply scope of the Services original Quotation shall be chargeable at the Company’s standard rates unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums Company and Client agree otherwise in accordance with clause 15.2writing in advance.

CHARGES AND PAYMENT. 6.1 The 12.1 In consideration of, but subject always to, the due and proper supply of the Goods and/or Services (as applicable) in accordance with the terms of this Agreement, the ODEON Affiliate shall pay the Charges for to the Services will be Supplier as set out in this clause 12. 12.2 The Charges shall not be increased without the Purchase Order or Award Letter, and will be the full and exclusive remuneration prior written agreement of the Supplier parties. 12.3 The Charges in respect of the performance Goods shall be inclusive of the Services. Unless costs of packaging, insurance, carriage and delivery of the Goods, unless otherwise agreed in writing in advance by the CustomerODEON Affiliate. 12.4 The Supplier shall be entitled to invoice the ODEON Affiliate for the Charges monthly in arrears, or in accordance with the payment schedule set out in the relevant Territory Agreement, whichever is later, and in respect of the Goods, for Goods delivered and accepted by the ODEON Affiliate. Each invoice shall include such supporting information required by the ODEON Affiliate to verify the accuracy of the invoice, including any applicable purchase order number. 12.5 In certain territories, the Supplier shall raise separate invoices depending on the Location of the supply of the Goods and/or Services in question, details as can be found at the Supplier Hub. 12.6 Unless specified otherwise in the Territory Agreement, the Supplier’s invoices will be payable by the ODEON Affiliate within 45 days of receipt of the same, provided that the amounts invoiced are not the subject of a bona fide dispute between the parties. 12.7 All amounts payable by the ODEON Affiliate under this Agreement are expressed to be exclusive of VAT. 12.8 Subject to clause 12.7, the Charges will shall include every cost and cost, duty, tax, withholding and/or expense of the Supplier directly or indirectly incurred in connection with the performance supply of the Goods and/or Services. 6.2 The Supplier will invoice 12.9 If a party fails to make any payment due to the Customer as specified in the Agreement. Each invoice will include such supporting information required other party under this Agreement by the Customer due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of two per cent (2%) per annum above the Barclays base rate in force from time to verify time. Such interest shall accrue on a daily basis from the accuracy due date until the date of actual payment of the invoice including but not limited to overdue amount, whether before or after judgment. The defaulting party shall pay the relevant Purchase Order number and a breakdown of interest together with the Services supplied in the invoice periodoverdue amount. 6.3 In consideration 12.10 The ODEON Affiliate may at any time, without limiting any of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s its other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose or remedies, set off any liability of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from ODEON Affiliate against any liability of the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay ODEON Affiliate to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentTerritory Agreement. The interest rate will Supplier shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2make any such set-off against the ODEON Affiliate.

CHARGES AND PAYMENT. 6.1 5.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 5.2 The Supplier will invoice the Customer as specified in the AgreementContract. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 5.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementContract. 6.4 5.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this AgreementContract, it will ensure that a provision is included in such sub-sub- contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 5.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 5.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 5.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement Contract for a failure to pay undisputed sums in accordance with clause 15.2. 5.9 In the event of termination pursuant to Clause 15 the Customer and the Supplier will enter into good faith negotiations to agree a reduced payment for any partially completed Deliverables or Milestones. Any such payment will reflect the proportion of work towards completion that the Supplier is able to demonstrate they have performed and any relevant payments already made by the Customer towards the completed Deliverables or Milestones. The Customer will not be liable to pay any severance payment or compensation to the Supplier for the loss of profits suffered as a result of the termination.

CHARGES AND PAYMENT. 6.1 9.1 The Charges charges for the Goods and Services will be are [detailed / or as set out in Schedule C] 9.2 The charges for the Purchase Order or Award LetterGoods shall be inclusive of the costs of packaging, insurance and will carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. 9.3 The charges for the Services shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 9.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementSupplier. 6.4 Where 9.5 If the Supplier enters into Customer fails to make a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer under this Agreement by the due date, then 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 9.5 will pay accrue at 3% per annum. 9.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier interest in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. 9.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate which will compensate of exchange for such loss as has been directly caused the purpose of set-off. Any exercise by the late payment. The interest rate will Customer of its rights under this clause shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled limit or affect any other rights or remedies available to terminate it under this Agreement for a failure to pay undisputed sums in accordance with clause 15.2or otherwise.

CHARGES AND PAYMENT. 6.1 8.1 The Charges price for the Services will Goods: 8.1.1 shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date; and 8.1.2 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. 8.2 The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3 In respect of the Goods, the Supplier will shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services or as otherwise specified in the AgreementOrder. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 8.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 within 90 days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order number. Payments may be withheld or reduced bank account nominated in writing by the Supplier. 8.5 All amounts payable by the Customer 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 event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services suppliedsupply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 6.6 8.6 If there is the Customer fails to make a dispute as payment due to the amount invoiced Supplier under the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then the Customer will shall pay interest on the Supplier interest at a rate which will compensate for such loss as has been directly caused by overdue sum from the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply due date until payment of the Services unless overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Supplier Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2below 0%.

CHARGES AND PAYMENT. 6.1 9.1 The Charges price for Goods and Services shall be: 9.1.1 the Services will be as price set out in the Purchase Order or Award Letteror, and if no price is quoted, the price for Goods will be set out in CLAAS' published price list as at the full date of delivery and the price for Services will be such reasonable price for the work undertaken; 9.1.2 inclusive of all costs of delivery where the Customer collects the Goods or any goods which Services have been performed to from CLAAS’ premises; 9.1.3 exclusive remuneration of all costs of delivery where delivery is not at CLAAS’ premises, which shall be at the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every sole cost and expense of the Supplier directly Customer. 9.2 lf after the date a Contract is entered into but before delivery to the Customer there shall be an increase in the price (exclusive of any appropriate taxes) at which the Company can obtain the Goods, parts, materials or indirectly incurred labour which it considers necessary or desirable in connection its supply of Goods or Services, CLAAS shall be entitled to give notice of the amount of such increase to the Customer who in such event may cancel its Contract by counter-notice in writing within 7 days of receipt of CLAAS' notice. If the Customer shall not give such counter notice the price in the Contract shall be deemed to be increased by the amount of such increase and the Contract shall remain in full force and effect. 9.3 ln the case of a Contract which has been partly executed by the Company before giving such a notice in accordance with clause 9.2 above, if the Customer elects to cancel the Contract it shall pay such reasonable price as the Company shall determine for the work already undertaken in its supply of Goods or Services to the date of cancellation and there shall be deemed to be a Contract between CLAAS and the Customer for CLAAS’ performance of the Contract to the date of cancellation. 9.4 ln the event of any work being suspended by the Customer's instructions or owing to lack of instructions or in the event of any variation of the Order made at the Customer's request or pursuant to clause 9.5 then if no new price is agreed CLAAS shall be entitled to increase the price by such amount as it considers reasonable. 9.5 lf at any time in carrying out any work it shall appear to CLAAS that further or different work is required then CLAAS shall so inform the Customer and the Customer shall forthwith either give a written order for such further or different work or shall pay such reasonable price as the Company may determine for the work already undertaken and shall collect the Goods or any goods to which Services have been performed. 9.6 CLAAS shall invoice the Customer or his nominated Finance Company on or at any time after the date the Contract is entered into for its supply of Goods and/or Services. 6.2 The Supplier 9.7 Subject to clause 9.8, and unless otherwise agreed in writing, the price and all other charges are payable in full within one Business Day of the date of CLAAS’ invoice to the Customer. Payment must be received before any Goods will invoice be supplied to the Customer as specified in or goods upon which Services have been supplied are returned to the Agreement. Each invoice will include such supporting information required Customer. 9.8 Where credit terms are agreed by CLAAS with the Customer, the price and all other charges are payable by the Customer to verify on or before the accuracy 25th day of the month following the month in which the invoice including but not limited is dated. 9.9 Time of payment of any invoice submitted by CLAAS shall be of the essence of the Contract. 9.10 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 CLAAS to the relevant Purchase Order number and Customer, the Customer shall, on receipt of a breakdown valid VAT invoice from CLAAS, pay to CLAAS such additional amounts in respect of the Services supplied in the invoice period. 6.3 In consideration of VAT as are chargeable on the supply of the Services by or Goods at the Supplier, same time as payment is due for the supply of the Services or Goods. 9.11 If the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice fails to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If make a payment of an undisputed amount is not made by due to CLAAS under the Customer Contract by the due date, then then, without limiting CLAAS' remedies under clause 14 (Termination), 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 9.11 will pay accrue each day at 4% a year above the Supplier interest Bank of England's base rate from time to time, but at 4% a year for any period when that base rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40is below 0%. 6.8 The Supplier will not suspend 9.12 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply provision of the Services by the Supplier, the Customer will Client shall pay the Supplier Charges. 6.2 The amount of those charges shall be as set out in the invoiced amounts no later than 30 days after receipt Engagement Letter. 6.3 Unless the Parties agree otherwise, in which case expenses shall be set out in the summary of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced Charges set out at the Engagement Letter., the Charges shall exclude the following: (a) the cost of hotel, subsistence, travelling; and (b) any other ancillary expenses reasonably incurred by the Customer individuals whom the Supplier engages in connection with the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementServices. 6.4 Where expenses were not expected or anticipated at the Supplier enters into a sub-contract for the purpose date of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to they shall be made of all sums due payable by the Supplier Client in addition to the sub-contractor within a specified period not exceeding 30 days from Charges, but subject to agreement with the receipt Client, and following submission of a valid suitable invoice. 6.5 The Supplier shall invoice the Client for the Charges according to the Payment Schedule set out in the Engagement Letter and if there are any further payments due, by way of agreement between the Client and Supplier. 6.6 The Client shall pay each invoice submitted to it by the Supplier as per the Payment Schedule in the Engagement Letter to a bank account nominated in writing by the Supplier. If payment is not made because of Client error, the Client shall reimburse any additional costs to the Supplier. 6.7 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Supplier any sum due under this Agreement on the due date: (a) the Client 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 5% per annum; and (b) the Supplier may suspend part or all the Services until payment has been made in full. 6.8 All amounts stated sums payable to the Supplier under this Agreement: (a) are exclusive of VAT which will or its equivalent in any jurisdiction (Sales Tax) and the Client shall in addition pay an amount equal to any Sales Tax in the relevant jurisdiction; and (b) are exclusive of any bank charges or exchange rate transfers costs; and (c) shall be charged at paid in full without any set-off, counterclaim, deduction or withholding. 6.9 Where (notwithstanding the prevailing rate. The Customer willprovisions of clause 6.8 (c)) the Client is required under local law or regulation, following the receipt to deduct Sales Tax or its equivalent, or withhold any other tax of any nature including corporation tax and income tax (whether of a valid VAT invoicepersonal or corporate nature), pay to deduction of which is a legal or regulatory requirement, the Client undertakes that the Supplier a sum equal to will receive the VAT chargeable full amount specified on the services suppliedinvoice notwithstanding any deduction. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost incurred table of limits and expense of the Supplier directly or indirectly incurred fees in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementPO. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇Act 1998. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 40. 6.8 6.7 Without limiting the generality of any other provision of this Agreement, the Supplier may suspend access to exchanges by the Customer and end users upon 10 business days' prior written notice to the Customer in the event any Supplier invoice that is not then subject to a timely asserted bona fide dispute has not been paid within 45 days after issuance and remains unpaid as of the end of such notice period. In the event that the Customer disputes a charge, an email containing the name of the contracted company, invoice number, the specific charge and amount being disputed and the reason for the dispute must be sent to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ within sixty (60) days of the date of the invoice containing the disputed charge. The Customer must retain the automatic email response from the Supplier as proof that the dispute was timely asserted. The Supplier will act in good faith to resolve all disputes accurately and timely, in its sole discretion. If a disputed charge is found to be valid then payment of such charge(s) is immediately due and payable by the Customer. Notification of a dispute does not suspend relieve the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure Customer from its obligation to pay the undisputed sums in accordance with clause 15.2portion of invoices.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will shall be as set out in Schedule 2, the Purchase Order or Award Letter, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will shall invoice the Customer as specified in the AgreementSchedule 2. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order purchase order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order PO number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s Customer‟s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will shall be charged at the prevailing rate. The Customer willshall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedvalue of the Services supplied in accordance with this Agreement. 6.6 6.5 If there is a dispute as to the amount invoiced the Customer will shall pay the undisputed amount. 6.7 6.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will shall pay the Supplier interest at a rate which will shall compensate for such loss as has been directly caused by the late payment. The interest rate will shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇Act 1998. Any disputed amounts will shall be resolved through the dispute resolution procedure detailed in clause 40. 6.8 6.7 The Supplier will shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services Price will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesHire Agreement. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited Any commission due to the relevant Purchase Order number and a breakdown of Agent will be additional to the Services supplied in the invoice periodprice. 6.3 In consideration If any of the supply terms of the Services by the SupplierHire Agreement are amended under clause 3 of these Terms, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments Price may be withheld or reduced by subject to change in accordance with the Customer in the event provisions of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementclause 3. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of The Price excludes VAT which will be charged by First Sight Estates Ltd and payable by the Client at the prevailing rateapplicable rate at the times specified in the Hire Agreement. The Customer willFirst Sight Estates Ltd will endeavour to state the amount of VAT payable in the Hire Agreement (however VAT will remain payable even if it is not so specified). If the rate of VAT changes between the date of the Hire Agreement and the date of payment of the relevant sum, following First Sight Estates Ltd will adjust the receipt rate of a valid VAT invoicepayable. 6.5 As soon as these Terms become binding on the Client in accordance with clause 2 of these Terms, the Client will be required to pay the Deposit to First Sight Estates Ltd to the Supplier a sum equal to account details specified in the VAT chargeable on the services suppliedHire Agreement. 6.6 If there is a dispute as The balance of the Price (and any VAT payable on it) will be payable on the dates specified in the Hire Agreement. The Client must pay each invoice in cleared monies on the date and to the amount invoiced account specified in the Customer will pay the undisputed amountHire Agreement. 6.7 If a payment any balance of an undisputed amount is not made by the Customer by Price remains outstanding prior to the due datecommencement of the Period, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate First Sight Estates Ltd will not be at a rate higher than obliged to allow the interest rate specified in Client to use and occupy the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums Property in accordance with clause 15.24 of these Terms or be required to provide the Additional Services and will not be liable to the Client for any losses, damages, costs or expenses or to repay any part of the Price actually received as a result. 6.8 If any payment is not paid on the due date specified in these Terms, interest will be charged on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.

CHARGES AND PAYMENT. 6.1 3.1 The Charges Customer shall pay 2Connect for the Services services provided in line with the Service Agreement. Recurring charges will be as set out in billed from the Purchase Order or Award Letter, and Commencement Date. One-off charges will be billed following the full and exclusive remuneration delivery of the Supplier in respect of the performance of the Services. Unless otherwise service and/or goods unless agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesotherwise. 6.2 The Supplier will invoice 3.2 All charges and other payments which may become due under the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated Contract are exclusive of VAT which will (if applicable) shall be charged payable by the party making the payment in question at the prevailing raterate from time to time in force. 3.3 All invoices issued by 2Connect shall be paid by the customer within thirty days of the date of the invoice. 3.4 The Customer must provide any purchase order number or other reference which it wishes to appear on any invoice to be issued by 2Connect at least twenty-eight days prior to the date on which the invoice in question is to be raised. The Customer will, following shall not be entitled to reject any invoice issued by 3.5 2Connect shall be entitled to suspend the receipt provision of any service (or part of a valid VAT invoice, pay service) without liability to the Supplier a sum equal customer (including to pay service credits) during any period during which any overdue sums are due to it from the VAT chargeable on Customer. During any such period of suspension, the services suppliedCustomer shall remain liable to pay the charges for the suspended services. 6.6 If there is 3.6 Interest shall accrue on all overdue amounts due from the Customer to 2Connect from the due date until payment in full of all overdue amounts at a rate of four per cent (4%) per annum above the base lending rate from time to time of Santander Bank plc. 3.7 The Customer shall not be entitled to make any deduction from any amount due from it to 2Connect nor shall the Customer be entitled to exercise any right of set-off. 3.8 Where the Customer has a bona fide dispute as to the amount invoiced of any invoice issued by 2Connect which it has informed 2Connect of in writing within 14 days of the date of the invoice, the Customer will pay shall be entitled to withhold payment of the disputed amount only (provided it pays the undisputed amountamount in accordance with Clause 4.3) pending resolution of that dispute. Following resolution of that dispute, the Customer shall pay to ud within seven days (or before the end of the original period of payment if earlier) any amount which it agrees or is ordered to pay together with interest (if applicable) calculated in accordance with Clause 3.6. 6.7 If 3.9 Should 2Connect fail to issue a payment of an undisputed amount is not made by credit note to the Customer for any Service Credits which have become payable by within the due date, time period for issuing such credit note as specified in the relevant Service Level Agreement then the Customer will pay shall be entitled to deduct the Supplier interest at a rate value of those Service Credits form the next invoice issued by 2Connect for the charges for the Services to which will compensate for such loss as has been directly caused those Service Credits relate. 3.10 A charge of £10.00 shall be added to all invoices which are not paid by the late paymentDirect Debit. The interest rate Customer hereby acknowledges and agrees such charge represents a fair and genuine administration charge taking account of the additional difficulties of invoicing and collection for 2Connect where dealing other than on the basis of Direct Debit. Completing a Direct Debit mandate and paying by Direct Debit will not be at a rate higher than avoid the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40£10 monthly non-direct debit charge. 6.8 The Supplier will not suspend 3.11 It is standard practice for 2Connect to conduct a customer credit check and use that information to issue a customer credit limit. You hereby consent to our use of all relevant Customer information for the supply purposes of such credit checks, and to our sharing such information with the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums relevant third parties involved in accordance with clause 15.2.such credit checking. Following such credit checks

CHARGES AND PAYMENT. 6.1 The Customer agrees to pay all recurring and non-recurring rates, fees and charges (which may include, but are not limited to, service installation and activation charges, measured and usage based charges, local and long distance charges, and equipment and facilities charges) as set forth in each Service Order plus all applicable fees, taxes, surcharges and carrier charges (“Service Charges”). Magna5 will have the right to increase the rates and charges as set forth in each Service Order if mandated by federal or state regulating authorities or if a Contributor increases its rates and charges to Magna5. Charges for the Services will be invoiced to Customer on a monthly basis and Customer agrees to pay all Service Charges (except Disputed Amounts as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 defined below) 25 days from the receipt of invoice date unless a valid different due date is on the invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum A late payment charge equal to (i) the VAT chargeable on greater of $10 or 2.0% of the services supplied. 6.6 If there is a dispute unpaid balance (less any charges billed as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is local taxes) not made by the Customer received by the due date, then or (ii) such lesser maximum allowable by law, shall be due and payable on all Service Charges not paid on or before the due date. If a payment by check is returned by a bank for any reason, Magna5 will charge Customer a returned check fee of $25.00. If Customer defaults in the payment of any Service Charges when due hereunder, Magna5 may suspend or terminate the Services (in accordance with its Tariff or applicable law) in addition to any other legal remedies it may have. If Customer reasonably disputes any portion of an invoice, Customer must timely pay the undisputed portion and submit a written claim for the disputed amount, adequately supported by a bona fide explanation and documentation (“Disputed Amount”). Any dispute must be submitted to Magna5 within ninety (90) days after the date of the invoice containing the Disputed Amount. Customer waives the right to dispute any amounts not disputed within the ninety (90) day period. In the event a dispute is resolved against Customer, Customer will pay such amount within thirty (30) days after being notified of the Supplier resolution plus interest at a the rate which will compensate for such loss as has been directly caused by of 2% per month from the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply original due date of the Services unless Disputed Amount. Customer shall be liable for the Supplier is entitled payment of all fees and expenses, including attorney’s fees, reasonably incurred by Magna5 in collecting, or attempting to terminate collect, any charges owed under this Agreement. If Magna5 fails to invoice a Service Charge in a timely manner, such failure shall not constitute a waiver of the Service Charge. Magna5 may charge its then applicable rates during any Extended Service Term. If the Service Charges are based on a bundled product offering and Customer terminates one or more of the bundled products, Magna5 shall have the right to re-price the remaining products as of the date of such termination, in addition to any other rights it may have under this Agreement for a failure to pay undisputed sums including, but not limited to, those rights contained in accordance with clause 15.2Sections 6 and 7.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration 7.1 In consideration of the Supplier provision of the Service the Customer shall pay the following charges to Newslink: 7.1.1 The Set Up Fee(s), payable on the date that the Service is installed: 7.1.2 The Recurrent Fee, payable in advance at the beginning of each Billing Period, the first payment being due on the date of this Agreement: 7.1.3 Usage Charges, payable in arrears at the end of each Billing Period in respect of the performance use of the ServicesService during that period. 7.2 Where specified overleaf, Newslink shall be entitled to receive a minimum aggregate charge in each Billing Period. 7.3 Newslink shall notify theCustomer of any change to the charges referred to in 7.128 days before such a change shall come into effect. 7.4 Usage Charges are calculated by reference to data recorded or logged by Newslink. Unless otherwise Newslink shall prepare and send bills for Usage Charges due at the end of each Billing Period and in such form and manner as Newslink may deem appropriate or as agreed in writing by between Newslink and the Customer, . 7.5 All sums due to Newslink under the Charges will include every cost Agreement are exclusive of Value Added Tax (“VAT”) and expense of the Supplier directly or indirectly incurred any other applicable taxes that may from time to time be introduced which shall be charged thereon in connection accordance with the performance of relevant regulations in force at the Servicestime. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required 7.6 All sums due to Newslink under this agreement shall be payable by the Customer to verify the accuracy within 30 days of the invoice including but not limited to date of the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplierinvoice, but if the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance fails to make any payment within such period, without prejudice to the Customer’s its other rights and remedies under this Agreementhereunder Newslink shall have the right to require the Customer to pay all sums hereunder on demand. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made 7.7 Payment of all sums due to Newslink under this Agreement shall be made by the Supplier theCustomer in full (without any set-off, deductions or withholdings whatsoever) by cheque, or by such other means as may be reasonably specified from time to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoicetime by Newslink. 6.5 All amounts stated are exclusive 7.8 The time of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount all sums due to Newslink under this Agreement shall be the essence of this Agreement. Without prejudice to Newslink's right to treat a default in payment as a repudiation of this Agreement, Newslink reserves the right to charge daily interest on outstanding amounts, until payment in full is not made received by the Customer by the due dateNewslink, then the Customer will pay the Supplier interest at a rate which will compensate for such loss equal to 4% per annum above the National Westminster Bank plc Base Lending Rate as has been directly caused by the late paymentcurrent from time to time whether before or after judgement. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment Interest shall continue to accrue notwithstanding termination of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for any cause whatsoever. for any standard of service which does not meet Newslink's standard of service as a failure to pay undisputed sums in accordance with clause 15.2.result of the standard of service offered by that third party:

CHARGES AND PAYMENT. 6.1 10.1 The Customer will pay the Charges for the Services as described in the Order as well as all other Charges agreed and/or or charged to the Customer in accordance with this Agreement from time to time 10.2 The Customer will pay all invoices, by direct debit, within 14 days of the date of the invoice. Time will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier essence of the Agreement in respect of the performance payment of the ServicesCharges. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice If the Customer as specified in cancels or pays by any other means than by an active direct debit instruction following the Agreement. Each invoice Start Date, an additional administration fee of £6.00 plus VAT, will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice added to the Customer’s monthly invoice until the direct debit instruction is reinstated by the Customer 10.3 Wavenet provides paperless billing as standard with invoices sent to the Customer via email. Wavenet will provide paper billing for an additional fee of £3.00 plus VAT per month, which will be added to the Customer’s monthly invoice, upon the Customer’s written request via email for paper billing to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ 10.4 Where applicable to the Service provided, installation charges and Equipment charges may be invoiced to the Customer as One-Off Charges payable upon Order. Recurring Charges will commence from the Start Date and are payable in advance, as detailed in the Order 10.5 Where the Services are comprised of more than one Service, the Charges in respect of each Service will become payable in accordance with this clause 10 with effect from each Service Start Date, notwithstanding that other rights and remedies Services detailed in the Order may not have reached their particular Start Date 10.6 All amounts payable to Wavenet under this Agreement.Agreement : 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated 10.6.1 are exclusive of VAT which VAT 10.6.2 will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made paid in full by the Customer without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) 10.7 If the Customer, in good faith, disputes an invoice and wishes to withhold the disputed sum, the Customer must notify Wavenet in writing of such dispute within 45 days of the date of the invoice and make payment of any undisputed amount. Any such disputed amount shall be dealt with by Wavenet in accordance with clause 10. If the Customer fails to provide such notice to Wavenet within the required 45 day period then the Customer waives all rights to dispute the disputed sum or to file any claim in relation to the disputed amount 10.8 Notwithstanding the provisions of clause 10.7, neither party shall be obliged to pay or credit the other for unbilled or disputed Charges over 6 months old and both parties shall waive all rights to file any claim for such unbilled or disputed Charges 10.9 If the Customer fails to make a payment due to Wavenet under this Agreement by the due date, then then, without limiting any other remedies available to Wavenet, an administration charge of £100.00 plus VAT will be applied to the Customer’s account and the Customer will pay interest on the Supplier interest at a rate which will compensate for such loss as has been directly caused by overdue sum, calculated from the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply payment due date of the invoice until payment of the overdue sum, whether before or after judgment. Interest under this clause 10 will accrue each day at the greater of 8% a year above Bank of England Libor rate, and the rate from time to time applicable to High Court judgment debts. Wavenet may also suspend Services unless to the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums Customer in accordance with clause 15.2.19.1.7 10.10 Wavenet may vary the Charges at any time upon 30 days written notice to the Customer 10.11 Notwithstanding Clause 10.10, Wavenet may, at its option, increase the Charges each year following the Start Date by the Rate of CPI plus 3.9%

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay HBT the Charges for as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Services will be as set out in Customer with effect from the Purchase Order Start Date. 5.2 HBT may vary all or Award Letter, and will be the full and exclusive remuneration any of the Supplier Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. Such increase shall not be more than the Retail Price Index (RPI) applicable at that time. 5.3 HBT may at any time on notice to the Customer amend any terms as to payment so as to ensure that it is paid the Charges on or prior to the date on which HBT is to pay any Third Party Service Provider in respect of the performance Services or goods to which such charges relate. 5.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). Payment shall be by direct debit and a fee of £20.00 per incident for any cancelled, dishonoured or failed Direct Debits or cheques may be applied. If payment is not made by direct debit, an administrative charge of £5 per month shall be applied. 5.5 HBT shall issue invoices for the Services in accordance with the billing dates specified in this Contract. Any delay by HBT in invoicing any Charges shall not prohibit HBT from raising an invoice at a later date in respect of the Services. Unless same nor shall it relieve the Customer of liability to pay for the same. 5.6 The Customer shall pay the Charges within fourteen (14) days of the date of the relevant HBT invoice, unless otherwise agreed in writing by HBT. The Customer shall not be entitled to set-off, contra or withhold any payment due to HBT against any sums of whatsoever nature that are due to the Customer from HBT or that the Customer claims are due from HBT, and time of payment of all sums under this Contract is of the essence. 5.7 Where Charges are not paid by the CustomerCustomer in accordance with this clause 5, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice HBT may require the Customer to pay all sums due under this Contract on demand, and reserve the right to charge Interest on all amounts overdue from the Customer on a daily basis (before as specified in well as after any judgement) until the Agreementdate of payment, at NatWest Bank base rate plus four percent (4%). Each invoice will include such supporting information required Alternatively, if any sum owed by the Customer to verify HBT under the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld Contract or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s any other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount with HBT is not made by the Customer paid by the due date, then HBT may deduct this sum from any payment or credit due to the Customer will pay under the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Contract or any other contract with HBT. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 10.1 The Charges for Customer shall pay the Services will be price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 20 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as set out may have been agreed in writing between the Purchase Order or Award Letter, Customer and will be the full and exclusive remuneration of the Supplier in respect of the performance Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. 10.2 The Subscription Fees shall be as listed in the Order or by such other method as the Supplier and Customer agree upon in writing. 10.3 The Supplier reserves the right to increase the Subscription Fees from time to time with effect from the due date for payment closest to three months after the date on which the Supplier has provided the Customer with notification of the Servicessum of the increase in Subscription Fees and an explanation of the valid reasons for the increase in Subscription Fees. 10.4 The Customer hereby authorises the Supplier, and the Supplier’s payment processor, to charge the applicable recurring Subscription Fees to the Customer’s designated billing payment method. 10.5 On the Commencement Date, the Customer will be charged immediately for the initial period of the subscription at the then-current fee set out in the Order, followed by recurring periodic charges as specified in the Order. Unless otherwise agreed Billing will be charged at the 1st of each month except first invoice which will be a pro-rata payment. 10.6 By choosing a recurring payment plan, the Customer acknowledges that such Services have a recurring payment feature and the Customer accepts responsibility for all recurring charges prior to cancellation. 10.7 For the avoidance of doubt, time for payment shall be of the essence of the Contract. 10.8 All amounts payable by the Customer under the Contract are exclusive of amounts in writing respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Charges will include every cost and expense 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 Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 10.9 If the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer fails to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and make a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then then, without limiting the Supplier's remedies under clause 14 (Termination), the Supplier shall suspend the Services to the Customer and 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 pay accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%. In the event that the Supplier interest lifts the suspension of the Services, an administration fee of £25.00 plus VAT shall be payable to the Supplier. 10.10 Any data used after the monthly allowance (overage) will be charged at a higher rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40£30 per 1GB of data or any part there of. 6.8 The Supplier will not suspend 10.11 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 8.1. The Charges price for the Services will Goods: 8.1.1. shall be as the price set out in the Purchase Order Order, or Award Letterif no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and 8.1.2. 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. 8.2. The charges for the Services shall be set out in the Order, and will shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The 8.3. All payments will be made in Pounds Sterling, unless stated otherwise in the Order. 8.4. In respect of the Goods, the Supplier will shall invoice the Customer as specified in on or at any time after completion of delivery. In respect of Services, the AgreementSupplier shall invoice the Customer on completion of the Services. Each invoice will shall include such supporting information required by the Customer to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice periodpurchase order number. 6.3 8.5. In consideration of the supply of the Goods and/or Services by the Supplier, the Customer will shall pay the Supplier the invoiced amounts no later than within 30 (thirty) days after receipt of the date of a valid correctly rendered invoice which includes to a valid Purchase Order numberbank account nominated in writing by the Supplier. 8.6. Payments may be withheld or reduced All amounts payable by the Customer 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 event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from Customer, the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willshall, following the on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services suppliedsupply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services. 6.6 8.7. If there is the Customer fails to make a dispute as payment due to the amount invoiced Supplier under the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then 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 8.7 will pay accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 8.8. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier interest in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request. 8.9. The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer 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 set off are expressed in different currencies, the Customer may convert either liability at a market rate which will compensate of exchange for such loss as has been directly caused the purpose of set-off. Any exercise by the late payment. The interest rate will Customer of its rights under this clause shall not be at a rate higher than limit or affect any other rights or remedies available to it under the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Contract or otherwise. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration 5.1. In consideration of the Supplier providing the Services under this Agreement, the Purchaser shall pay the Charges to the Supplier in respect accordance with this Clause 5. 5.2. The Charges shall be exclusive of the performance of the Services. Unless otherwise agreed in writing value added tax which shall be payable by the CustomerPurchaser, where applicable, in addition to the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesCharges. 6.2 5.3. The Supplier will invoice the Customer as specified Purchaser in arrears by no later than the tenth (10th) working day of each Month for the Services provided in the Agreementpreceding Month. 5.4. Each The Purchaser shall pay any uncontested invoiced amounts due to the Supplier within 30 days of the date of the relevant invoice will include into such supporting information required by bank account as the Customer Supplier may nominate to the Purchaser from time to time in cleared funds. 5.5. If the Purchaser disputes any invoice or other request for payment, the Purchaser shall immediately notify the Supplier in writing. The Parties shall use all reasonable endeavours to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the accuracy disputed invoice or request for payment. If the Parties have not resolved the dispute within 30 days of the invoice including but not limited Purchaser giving notice to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will dispute shall be resolved in accordance with the Dispute Resolution Procedure. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date. 5.6. If a Party fails to pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice any undisputed sum properly due to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations Party under this Agreement, it will ensure that a provision is included in the Party due such sub-contract which requires payment sum shall have the right to be made of all sums due by charge interest on the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged overdue amount at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a applicable rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in under the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through Act 1998, accruing on a daily basis from the dispute resolution procedure detailed in clause 40due date up to the date of actual payment, whether before or after judgment. 6.8 5.7. The Supplier will not suspend Charges shall be reviewed by the supply of Parties each year on each Review Date (as defined in the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.Main Contract)

CHARGES AND PAYMENT. 6.1 11.1 The Charges for the Goods and/or Services will be as are set out in the Purchase Order or Award LetterSchedule 3 (or, as applicable, in any Contract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 11.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 11.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 11. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 11.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 11.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless ▇▇▇▇ agrees in writing to another payment method. 11.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 11.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 11.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.222.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 33. 11.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 11.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 11.3 to 11.8 of this Agreement; and

CHARGES AND PAYMENT. 6.1 10.1 For the rights granted hereunder, Customer shall pay to the Company, in accordance with this Section 10, Services Fees in the amounts as set forth in Schedule A attached hereto. 10.2 The Charges Customer shall, upon registration, provide to the Company valid, up-to-date and complete credit card details. Company will submit the Customers’ payment information to the applicable payment gateway and will charge the Customer for the Services will be Service Fees as set out forth herein. The Customer hereby authorises the Company to charge such credit card: (a) in advance, for the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier subscription fees payable in respect of the performance Initial Subscription Term (as defined below); and (b) subject to Section 16.1, at the beginning of each Renewal Period, in advance, for subscription fees payable in respect of the Servicessuch Renewal Period; and the Customer hereby further authorises the Company to charge monthly charges for the Service based on the dollar amount of the transactions processed by the Service at the rates set forth in Schedule A attached hereto. Unless otherwise agreed in writing specified on the Services, any fees which are calculated as a percentage of Customer ▇▇▇▇▇▇▇▇ shall be calculated based on gross ▇▇▇▇▇▇▇▇ (i.e., following the addition of any sales or similar taxes that are applicable to such ▇▇▇▇▇▇▇▇). Such charges may be modified by Company upon thirty (30) days prior written notice. Payments reflecting charges for the Customer, the Charges will include every cost and expense prior month’s use of the Supplier directly Service will be billed by Company and deducted from the authorized credit card promptly following the end of each calendar month, or indirectly incurred shall otherwise be due and payable in connection accordance with Company’s then- current payment policies. The Customer is responsible for its own merchant bank account fees in addition to fees set forth hereunder. All fees associated with the performance payment gateway (with the exception of the ServicesCompany payment gateway are also separate and not included in Company’s fees. 6.2 The Supplier will invoice 10.3 If the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but Company has not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than received payment within 30 days after receipt the due date of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance an invoice, and without prejudice to the Customer’s any other rights and remedies available to the Company under any applicable law: (a) the Company may, at its sole discretion without liability to the Customer, disable, suspend or terminate the Customer’s and/or anyone on its behalf (as applicable) access to all or part of the Services, and the Company 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 any such due amounts at an annual rate equal to the higher of 10% or the highest rate permitted by law, commencing on the due date of such amount and continuing until such amount is fully paid, whether before or after judgment. 10.4 All amounts and fees stated or referred to in this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement: (a) shall be payable in United States Dollars, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier according to the subrepresentative rate known at the date of payment; (b) are non-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated cancellable and non-refundable; (c) are exclusive of VAT any sales, value added and other similar taxes, which will shall be charged added to each payment the appropriate rate. 10.5 The Company shall be entitled to increase the Services Fees at the prevailing rate. The Customer willany time, following the receipt of a valid VAT invoice, pay upon 30 days' prior notice to the Supplier a sum equal Customer, and Schedule A attached hereto shall be deemed to have been amended accordingly. For the VAT chargeable on avoidance of any doubt, the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply Customer's continuance use of the Services unless during following the Supplier is entitled lapse of such 30 says Period, will be deemed as the Customer's consent to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2the amended Services Fees.

CHARGES AND PAYMENT. 6.1 10.1 The Charges price for the Services will Goods shall be as the price set out in the Purchase Order or Award Letterand shall be inclusive of the costs of packaging, insurance and will carriage of the Goods, unless otherwise agreed in writing by JCR. No extra charges shall be effective unless agreed in writing and signed by JCR. 10.2 The charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the CustomerJCR, the Charges will charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer 10.3 JCR shall be entitled to receive a discount for prompt payment and/or bulk purchase as specified in the AgreementOrder, or where no such discount is specified in the Order, as is normally granted by the Supplier to other customers on comparable orders. 10.4 In respect of Goods, the Supplier shall invoice JCR on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice JCR on completion of the Services. Each invoice will shall include such supporting information required by the Customer JCR to verify the accuracy of the invoice invoice, including but not limited to the relevant Purchase Order number and a breakdown purchase order number. The Supplier shall send the invoice to Shared Finance Centre, Enterprise House, Central Way, Arle Rd, Cheltenham GL51 8LZ. 10.5 JCR shall pay the invoiced amounts within 45 days of the Services supplied date of a correctly rendered invoice to a bank account nominated in the invoice period. 6.3 In consideration of the supply of the Services writing by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 10.6 All amounts payable by JCR 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 Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due Contract by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willJCR, following the JCR shall, on receipt of a valid VAT invoiceinvoice from the Supplier, pay to the Supplier a sum equal to the such additional amounts in respect of VAT as are chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Goods and/or Services unless at the same time as payment is due for the supply of the Goods and/or Services. 10.7 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith. 10.8 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow JCR to inspect such records at all reasonable times on request. 10.9 JCR may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to JCR against any liability of JCR to the Supplier, whether either liability is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

CHARGES AND PAYMENT. 6.1 5.1 The Supplier shall invoice the Customer for the Charges for the Services will be as set out in paragraph 5.2 in the Purchase amounts specified in the applicable Order or Award Letteras varied pursuant to the terms of this Agreement. 5.2 Unless stated otherwise in the applicable Order or SOW, and will be the full and exclusive remuneration of the Supplier shall invoice the Customer as follows: 5.2.1 Installation Charges, on or after the Commencement Date; 5.2.2 Recurring Charges annually in respect advance; 5.2.3 Licence Fees annually in advance; 5.2.4 Additional Charges monthly in arrears; 5.2.5 any charges for Hardware, Devices and/or Software at the time of the performance delivery of such Hardware, Devices and/or Software; and 5.2.6 any Termination Charges upon termination of the Services. hereinafter defined as “Charges”. 5.3 The Customer acknowledges and agrees that Licence Agreements can take up to sixty (60) days to be processed with the Third-Party Supplier. 5.4 Additional Charges shall be invoiced in arrears at the end of the month in which the Additional Charges are incurred, together with replacement parts and any other expenses and costs reasonably incurred. 5.5 The Supplier shall have the right to invoice Additional Charges to the Customer for any expenses and costs reasonably incurred under paragraph 6 below, or where the Supplier upon investigation an Incident is caused by something which the Supplier is not responsible for under this Schedule. 5.6 Unless otherwise agreed stated in the Order, the Customer shall pay, by direct debit, each undisputed invoice (or such undisputed part thereof) within seven (7) days of the date of the invoice without any set-off or deduction. 5.7 Where the Customer in good faith disputes the Charges, the Customer shall notify the Supplier in writing within seven (7) days of the date of the invoice, in accordance with clause 6.17 of the General Conditions. 5.8 All Charges payable under this Schedule are exclusive of VAT which shall be paid by the CustomerCustomer at the rate and in the manner prescribed by law. 5.9 If in the opinion of the Supplier, the Charges will include every cost and expense Services are required by the Customer as a result of any misuse or neglect of, or accident to the Customer Network, and/or the Supported Equipment or due to the Customer not adhering to paragraph 3, or other third-party hardware problems, the Supplier directly or indirectly incurred reserves the right to charge an additional fee in connection with relation to the performance provision of the Services. 6.2 5.10 The Supplier will invoice reserves the right to charge the Customer as specified in an Additional Charge for an Incident where the Agreement. Each invoice will include such supporting information required by the Customer Supported Equipment has been moved to verify the accuracy of the invoice including but a new location and not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services installed by the Supplier, the Customer will pay if the Supplier reasonably determined that the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced problem was caused by the Customer in transportation or re-installation of the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementSupported Equipment. 6.4 5.11 Where the Supplier enters into a sub-contract finds that the Supported Equipment list does not contain all Software and/or Hardware forming the estate to which Services are being provided, the Supplier reserves the right to (i) vary the list to add such Software and/or Hardware; and (ii) increase the Recurring Charges in consideration for providing Services for the purpose of performing Supported Equipment added (“Additional Supported Equipment”). Where the Supplier exercises its obligations right under this Agreementparagraph, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will shall be liable to pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums increased Recurring Charges in accordance with this clause 15.25 and the General Conditions.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the AgreementContract. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this AgreementContract. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this AgreementContract, it will ensure that a provision is included in such sub-sub- contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement Contract for a failure to pay undisputed sums in accordance with clause 15.2. 6.9 In the event of termination pursuant to Clause 15.1.2 the Customer and the Supplier will enter into good faith negotiations to agree a reduced payment for any partially completed Deliverables or Milestones. Any such payment will reflect the proportion of work towards completion that the Supplier is able to demonstrate they have performed and any relevant payments already made by the Customer towards the completed Deliverables or Milestones. The Customer will not be liable to pay any severance payment or compensation to the Supplier for the loss of profits suffered as a result of the termination.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay HBT the Charges as specified in this Contract and as subsequently varied pursuant to this Contract. Charges shall be payable by the Customer with effect from the Start Date. 5.2 HBT may vary all or any of the Charges at any time on giving not less than thirty (30) days' notice to the Customer. This notice may be included in an invoice to the Customer. If, during the Initial Contract Period, HBT increases the Charges by more than the Retail Price Index (RPI), the Customer may terminate the Agreement during the Initial Contract Period on written notice to the Company within thirty (30) days of receipt of the notice of increase, without the obligation to pay the Early Termination Fee. 5.3 For the avoidance of doubt, any increase to the Charges that would not have increased the Customer’s immediately previous monthly total bill for that specific Service, (if the increase(s) had applied for the whole of that month) by more than the RPI annual inflation rate at the date HBT notifies the Customer of the applicable increase in the Charges, shall not entitle the Customer to terminate the Agreement.. 5.4 All Charges are stated exclusive of value added tax (VAT) or other applicable taxes. The Customer shall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). 5.5 HBT shall issue invoices for the Services will in accordance with the billing dates specified in this Contract. 5.6 The Customer shall pay the Charges within fourteen (14) days of the date of the relevant HBT invoice, unless otherwise agreed by HBT. The Customer shall not be as set out in entitled to set-off, contra or withhold any payment due to HBT against any sums of whatsoever nature that are due to the Purchase Order Customer from HBT or Award Letterthat the Customer claims are due from HBT, and will be the full and exclusive remuneration time of payment of all sums under this Contract is of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Servicesessence. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but 5.7 Where Charges are not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced paid by the Customer in accordance with this clause 5, HBT may require the event of unsatisfactory performance without prejudice Customer to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of pay all sums due by under this Contract on demand, and reserve the Supplier right to the sub-contractor within a specified period not exceeding 30 days charge Interest on all amounts overdue from the receipt Customer on a daily basis (before as well as after any judgement) until the date of a valid invoicepayment, at Natwest base rate plus four percent (4%). 6.5 5.8 All amounts Charges are stated are exclusive of VAT which will be charged at the prevailing rateValue added tax (VAT) or other applicable taxes. The Customer willshall be responsible for paying VAT and other applicable taxes which shall be included in HBT invoices at the applicable rate(s). Payment shall be by Direst Debit and a fee of £20.00 per incident for any cancelled, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 dishonoured or failed Direct Debit or charges may be applied. If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due dateDirect Debit, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not an administrative charge of £5.00 per month shall be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40applied. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 7.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required payable by the Customer to verify Citipost in consideration for the accuracy provision of the invoice Protago Services and any Audit Services shall be the charges as agreed between Citipost and the Customer. If no such charges have been agreed in accordance with this clause 7.1, ▇▇▇▇▇▇▇▇’s Rates from time to time shall apply. 7.2 Citipost reserves the right to increase the Rates at any time upon 14 days’ notice. 7.3 Without limiting clause 7.2, Citipost reserves the right to increase the Charges at any time and without notice, to reflect increases in costs that may affect Citipost in the provision of the Protago Services and/or any Audit Services, including but not limited to the relevant Purchase Order number and a breakdown without limitation, any increase in respect of the Services supplied in the invoice periodrates of VAT, other taxes, duties, Royal Mail rates, legal or regulatory requirements. 6.3 In consideration of 7.4 The Customer shall be deemed to incur the Charges as soon as Citipost has commenced the supply of the Protago Services by the Supplier, or Audit Services (as appropriate) and the Customer will agrees to pay the Supplier the invoiced amounts no later than 30 days after receipt such Charges in full and in accordance with clause 7.6 of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementthese Protago Conditions. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated 7.5 The Charges are exclusive of VAT which will be charged at the prevailing rate. amounts in respect of Value Added Tax (or any local equivalent) or customs duty if applicable. 7.6 The Customer will, following the receipt of a valid VAT invoice, shall either pay each invoice raised by Citipost in relation to the Supplier a sum equal Protago Services and any Audit Services by bank card or BACS transfer: (a) within the specified period stated on the invoice; and (b) in full and in cleared funds to the VAT chargeable on bank account nominated in writing by ▇▇▇▇▇▇▇▇; and time for payment shall be of the services suppliedessence of this Contract. 6.6 7.7 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a fails to make any payment of an undisputed amount is not made by the Customer due to Citipost under this Contract by the due datedate for payment, then the Customer will shall pay interest on the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in overdue amount under the Late Payment of Commercial Debts (Interest) ▇▇▇ Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Citipost may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Citipost to the Customer. 7.9 Citipost reserves the right to close the Customer’s account if it has not submitted a Protago Order to Citipost for a period of 6 months or more. The Customer shall be charged an Administration Fee by Citipost for closing its account. 7.10 The Customer may request to close its account by notifying Citipost by email to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇. Any disputed amounts will The Customer shall be resolved through the dispute resolution procedure detailed in clause 40charged an Administration Fee by Citipost for closing its account. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 8.1 In consideration of, but subject always to, the due and proper supply of the Services will be in accordance with the terms of this Agreement, the ODEON Affiliate shall pay the Charges to the Supplier as set out in this clause 8. 8.2 The Charges shall not be increased without the Purchase Order prior written agreement of the parties. 8.3 The Supplier shall be entitled to invoice the ODEON Affiliate for the Charges monthly in arrears or Award Letterin accordance with the payment schedule set out in the relevant Territory Agreement, and whichever is later. Each invoice shall include such supporting information required by the ODEON Affiliate to verify the accuracy of the invoice, including any applicable purchase order number. 8.4 In certain territories, the Supplier shall raise additional separate invoices depending on the Location of the provision of the Services in question details as can be found at the Supplier Hub. 8.5 Unless specified otherwise in the Territory Agreement, the Supplier’s invoices will be payable by the full and exclusive remuneration ODEON Affiliate within 45 days of receipt of the Supplier in respect same, provided that the amounts invoiced are not the subject of a bona fide dispute between the performance of the Services. Unless otherwise agreed in writing parties. 8.6 All amounts payable by the CustomerODEON Affiliate under the Territory Agreement are expressed to be exclusive of VAT. 8.7 Subject to clause 8.6, the Charges will shall include every cost and cost, duty, tax, withholding and/or expense of the Supplier directly or indirectly incurred in connection with the performance supply of the Services. 6.2 The Supplier will invoice 8.8 If a party fails to make any payment due to the Customer as specified in other party under the Agreement. Each invoice will include such supporting information required Territory Agreement by the Customer due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of two per cent (2%) per annum above the Barclays base rate in force from time to verify time. Such interest shall accrue on a daily basis from the accuracy due date until the date of actual payment of the invoice including but not limited to overdue amount, whether before or after judgment. The defaulting party shall pay the relevant Purchase Order number and a breakdown of interest together with the Services supplied in the invoice periodoverdue amount. 6.3 In consideration 8.9 The ODEON Affiliate may at any time, without limiting any of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s its other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose or remedies, set off any liability of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from ODEON Affiliate against any liability of the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay ODEON Affiliate to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentTerritory Agreement. The interest rate will Supplier shall not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2make any such set-off against the ODEON Affiliate.

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 8.1 In consideration of the supply provision of the Services Deliverables by the Supplier, the Customer will shall pay the Charges. 8.2 Where the Charges are calculated on a time and materials basis the Supplier shall ensure that every individual whom it engages on the invoiced amounts no later than 30 days after receipt Deliverables completes time sheets to record time spent on the Deliverables, and the Supplier shall indicate the time spent per individual in its invoices. 8.3 The Charges exclude the following which shall be payable by the Customer monthly in arrears, following submission of a valid invoice which includes a valid Purchase Order number. Payments may be withheld an appropriate invoice: (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Deliverables; and (b) the cost to the Supplier of any materials or reduced services procured by the Supplier from third parties for the provision of the Deliverables as such items and their cost are approved by the Customer in the event of unsatisfactory performance without prejudice advance from time to the Customer’s other rights and remedies under this Agreementtime. 6.4 Where 8.4 The Supplier may increase the Supplier enters into a subCharges on an annual basis with effect from each anniversary of the date of this agreement in line with the percentage increase in the Retail Prices Index in the preceding 12-contract month period, and the first such increase shall take effect on the first anniversary of the Term Commencement Date and shall be based on the latest available figure for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included percentage increase in such sub-contract which requires payment to be made of all sums due the Retail Prices Index. 8.5 The Supplier shall invoice the Customer for the Charges at the intervals notified by the Supplier to the sub-contractor Customer in writing, or where no such notification is given, at the end of the Term where the Term is less than 1 month; or where the Term is over 1 month, at the end of the month for Deliverables performed during that month. 8.6 The Customer shall pay each invoice submitted to it by the Supplier within 14 days of receipt to a specified period not exceeding 30 days bank account nominated in writing by the Supplier from time to time. 8.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under the Contract on the due date: (a) the Customer shall pay interest on the overdue sum from the receipt due date until payment of the overdue sum, whether before or after judgment. Interest under this clause (a) will accrue each day at 4% a valid invoiceyear above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and‌ (b) the Supplier may suspend all or part of the Deliverables until payment has been made in full. 6.5 8.8 All amounts stated sums payable to the Supplier under the Contract: (a) are exclusive of VAT which will be charged at VAT, and the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, shall in addition pay to the Supplier a sum an amount equal to the any VAT chargeable on the services suppliedthose sums on delivery of a VAT invoice; and (b) 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). 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 4.1 The Service Charges for applicable to the Services will shall be as set out in the Purchase relevant Order or Award LetterForm and subject to any additional conditions in the applicable Service Schedule. 4.2 Netitude shall be entitled to charge the Customer for any expenses reasonably incurred by Netitude personnel in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and will be for the full cost of services provided by third parties and exclusive remuneration of the Supplier in respect of required by Netitude for the performance of the Services. Unless otherwise agreed in writing by , and for the Customer, the Charges will include every cost and expense of any materials. 4.3 On each anniversary of the Supplier directly or indirectly incurred in connection with applicable Service Commencement Date, Netitude reserves the performance right to increase the Service Charges and Netitude will give the Customer written notice of any such increase at least 30 days before the proposed date of the Servicesincrease. 6.2 4.4 The Supplier will invoicing and payment terms applicable to the Services shall be as set out in the applicable Order Form(s) and/or Service Schedule(s), in default of which Netitude shall invoice the Customer as specified in the Agreement. Each advance and each invoice will include such supporting information required is payable on receipt. 4.5 All payments by the Customer to verify the accuracy of the invoice including but not limited must be made in full and cleared funds to the relevant Purchase bank account nominated by Netitude. Where specified in an Order number and a breakdown of Form or Service Schedule, or otherwise agreed, payments shall be made by direct debit. 4.6 All amounts payable by the Customer in relation to the Services supplied are exclusive of amounts in respect of value added tax chargeable for the invoice period. 6.3 In consideration of the time being (VAT) or any equivalent sales tax. Where any taxable supply of the Services for VAT purposes is made by the SupplierNetitude, the Customer will pay the Supplier the invoiced amounts no later than 30 days after shall, on receipt of a valid VAT invoice which includes a valid Purchase Order number. Payments may be withheld or reduced from Netitude, pay to Netitude such amounts in respect of VAT as are chargeable on the Services at the same time as payment is due for the relevant Services. 4.7 If the Customer fails to make any payment due to Netitude by the due date for payment, then the Customer in shall pay interest on the event overdue amount at an annual rate of unsatisfactory performance without 4% above the base rate of Lloyds Bank from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 4.8 Without prejudice to the Customer’s its other rights and remedies under this Agreement. 6.4 Where these Conditions, in the Supplier enters into a sub-contract for event that the purpose Customer is in default of performing its obligations under this Agreementpayment obligations, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier Netitude may (without liability to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (InterestCustomer) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply provision of the Services unless until the Supplier is entitled to terminate Customer has paid all overdue sums, together with any applicable interest thereon. 4.9 The Customer shall pay all amounts due under this Master Service Agreement in full without any set‐off, counterclaim, deduction or withholding (except for a failure to pay undisputed sums in accordance with clause 15.2any deduction or withholding required by law).

CHARGES AND PAYMENT. 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 7.1 In consideration of the supply provision of the Services Works by the Supplier, the Customer will shall pay the SoW Charges. 7.2 Where the SoW Charges are calculated on a time and materials basis the Customer acknowledges that any individual the Supplier engages on the invoiced amounts no later than 30 days after receipt Works shall be entitled to take reasonable breaks during the time worked of at least 10 minutes in any hour and this time shall still be recorded as time spent on the Works. 7.3 Where the SoW Charges are calculated on a valid invoice which includes fixed price basis, the amount of those charges shall be as set out in a valid Purchase Order numberStatement of Work. 7.4 The SoW Charges exclude reasonable travel expenses including, but not limited to, airfare, hotel and meals incurred by the Supplier in performance of any Works. Payments may Such travel expenses shall be withheld or reduced payable by the Customer monthly in arrears, following submission of an appropriate invoice. 7.5 The Supplier shall invoice the Customer for the SoW Charges at the intervals specified in the event Statement of unsatisfactory performance Work. If no intervals are so specified, the Supplier shall invoice the Customer at the end of each month for Works performed during that month. 7.6 The Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time. 7.7 If the Supplier has not received payment within five days after the due date, and without prejudice to the Customer’s any other rights and remedies of the Supplier: (a) the Supplier shall be under no obligation to provide any or all of the Available 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 3% over the then current base lending rate of Barclays Bank PLC from time to time (but at 3% 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. 7.8 The Customer acknowledges that the Supplier is obliged to pay Smartsheet for the Smartsheet Licences which the Customer orders and the Customer hereby indemnifies the Supplier in respect of all claims by Smartsheet against the Supplier whether in respect of non-payment of fees or otherwise for Smartsheet Licences or any other services provided by Smartsheet which the Customer has ordered or benefited from at any time (whether during the term of this agreement or otherwise). 7.9 All sums payable to the Supplier under this Agreement.agreement: 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated (a) are exclusive of VAT which will VAT; and (b) shall be charged at the prevailing rate. The Customer willpaid in full without any set-off, following the receipt counterclaim, deduction or withholding (other than any deduction or withholding of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedtax as required by law). 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 5.1 The Customer shall pay the Supplier the Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection accordance with the performance of the Services. 6.2 The Supplier will invoice the Customer as invoicing and payment terms specified in the Agreement. 5.2 Unless otherwise agreed, all amounts shall be payable by direct debit from the Customer’s bank account to such bank account as the Supplier shall nominate from time to time. Each invoice will include such supporting information required The Customer shall make arrangements with its bank to enable the Supplier to notify the bank of amounts payable by direct debit from time to time. 5.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Supplier may: 5.3.1 Charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer will shall pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentimmediately on demand. The Supplier may claim interest rate will not be at a rate higher than the interest rate specified in under the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed ; and 5.3.2 Suspend all Services until payment has been made in clause 40full. 6.8 5.4 All amounts payable by the Customer under the Agreement are exclusive of Value Added Tax which shall be payable in addition at the rate ruling from time to time. 5.5 All Charges and other amounts to be paid by the Customer under this Agreement shall be paid in full without deduction or withholding (other than as required by law) and the Customer shall not be entitled to assert any credit, set-off, or counterclaim against the Supplier in order to justify the withholding payment of such amounts. 5.6 The Supplier will shall not suspend the supply be obliged or liable for any reason (including termination of the Services unless Agreement or any Services) to refund to the Supplier is Customer any Charges which have been paid in advance by the Customer, except where the Customer was entitled to terminate this Agreement or any Services owing to breach by the Supplier. 5.7 Payment of the Charges and the time for payment of the Charges shall be of the essence to this Agreement. 5.8 The Customer shall pay to the Supplier on demand all costs and expenses (including legal costs) incurred by the Supplier in recovering or enforcing payment of any amounts payable by the Customer under this Agreement. 5.9 Where Services are provided for a failure fixed price, the total price for the Services shall be the amount set out in the Agreement. The total price shall be paid to pay undisputed the Supplier (without deduction or set-off) in instalments, as set out in the Agreement. At the end of a period specified in the Agreement, the Supplier shall invoice the Customer for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate. 5.10 The parties agree that the Supplier may review and increase the charges set out in the Agreement, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Customer written notice of any such increase 3 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it may, within 2 months of such notice being received or deemed to have been received, terminate the Agreement (by giving 3 months written notice to the Supplier). 5.11 All sums in accordance with clause 15.2payable to the Supplier under the Agreement shall become due immediately on its termination, despite any other provision without prejudice to any right to claim for interest under the law, or any such right under the Agreement. 5.12 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

CHARGES AND PAYMENT. 6.1 9.1 The Charges for the Services will and/or Photography Services shall be as set out determined in accordance with the Purchase Order or Award LetterSpecification. 9.2 The Supplier reserves the right to increase the Charges for the Services upon giving the Customer 30 days’ notice in writing. 9.3 The Supplier shall be entitled to charge the Customer for any expenses it reasonably incurs in connection with performing the Services. 9.4 The Supplier reserves the right to invoice the Customer for the total amount of the Charges in advance of the Services being supplied. Thereafter, any invoices in relation to the Services shall be raised by the Supplier to the Customer at the Supplier’s discretion. 9.5 The Supplier shall invoice for, and will the Customer shall be required to pay, the total amount of the Charges for Photography Services in advance of the Photography Services being supplied. 9.6 Unless the Supplier otherwise determines, the Customer shall pay each invoice submitted by the Supplier: 9.6.1 within 10 days of the date of the invoice; and 9.6.2 in full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed cleared funds to a bank account nominated in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the ServicesSupplier. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required 9.7 All amounts payable by the Customer under this agreement are exclusive of amounts in respect of value added tax chargeable from time to verify the accuracy of the invoice including but not limited time (VAT). The Customer shall pay to the relevant Purchase Order number and a breakdown Supplier such additional amounts in respect of the Services supplied in the invoice period. 6.3 In consideration of VAT as are chargeable on the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged and/or Photography Services at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there same time as payment is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless and/or Photography Services. 9.8 The Customer shall pay the Supplier is entitled such additional amounts in respect of any bank charges or other fees the Supplier incurs as a result of a particular payment method the Customer opts to terminate this Agreement for a failure use in order to pay undisputed sums any amounts payable under this agreement. 9.9 If the Customer fails to make a payment due to the Supplier under this agreement by the due date (without limiting the Supplier's remedies under clause 12) the Supplier may require the Customer to 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 9.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time. 9.10 All amounts due under this agreement shall be paid in accordance with clause 15.2full without any set-off, counterclaim, deduction or withholding.

CHARGES AND PAYMENT. 6.1 The Charges 7.1 Customer will pay to Taxlab the Subscription Fees for the Subscription Services in accordance with this clause 7. 7.2 Taxlab will be as set out in issue a valid tax invoice to Customer for the Purchase Order or Award Letter, and will be Subscription Fees at the full and exclusive remuneration end of the Supplier in respect of the performance of the Serviceseach month. Unless otherwise agreed in writing specified by Taxlab, payment of each invoice will be payable on the 20th of the month following the date of the invoice. Payment details will be specified on the invoice. 7.3 If Customer fails to pay any invoice when due then without prejudice to any other rights and remedies of Taxlab: (a) Taxlab may, subject to clause 7.4, without liability to Customer, the Charges will include every cost and expense disable access to all or part of the Supplier directly Subscription Services, and Taxlab will be under no obligation to provide any or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown all of the Services supplied while the invoice(s) concerned remain unpaid; and/or (b) interest will accrue on such due amounts at an annual rate equal to 2% over the then current base overdraft rate of Taxlab's bankers calculated from the due date until the date the amount is paid in the invoice periodfull. 6.3 In consideration 7.4 If Customer disputes in good faith the whole or any portion of the supply of the Services by the Supplierany valid tax invoice, the Customer will pay the Supplier portion of the invoiced amounts no later than 30 days after receipt valid tax invoice that is not in dispute, but may withhold payment of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in disputed portion until the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreementdispute is resolved. 6.4 Where 7.5 All amounts stated or referred to in this Agreement are exclusive of GST and any other taxes, levies and duties (if any), which will be paid for by Customer. 7.6 If Customer is required by law to deduct or withhold taxes or charges from the Supplier enters into a sub-contract for the purpose of performing its obligations amounts due to Taxlab under this Agreement, it Customer will ensure that a provision the amount due to Taxlab is included in increased so that the payment actually made to Taxlab equals the amount due to Taxlab as if no such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoicetaxes or charges had been imposed. 6.5 All amounts stated are exclusive of VAT which will be charged 7.7 Taxlab may change the Subscription Fees at the prevailing rate. The any time by giving Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services suppliedat least 30 days' prior written notice. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 10.1 The Charges for Customer shall pay the Services will be price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 20 Business Days of the date of the Supplier’s invoice or otherwise in accordance with such credit terms as set out may have been agreed in writing between the Purchase Order or Award Letter, Customer and will be the full and exclusive remuneration of the Supplier in respect of the performance Contract. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer. 10.2 In order for the Goods to be delivered to such location as given by the Customer to the Supplier, the Supplier reserves the right to charge the Customer by way of service fee an additional £20.00 plus VAT. 10.3 The Subscription Fees shall be as listed in the Order or by such other method as the Supplier and Customer agree upon in writing. 10.4 The Supplier reserves the right to increase the Subscription Fees from time to time with effect from the due date for payment closest to three months after the date on which the Supplier has provided the Customer with notification of the Servicessum of the increase in Subscription Fees and an explanation of the valid reasons for the increase in Subscription Fees. 10.5 The Customer hereby authorises the Supplier, and the Supplier’s payment processor, to charge the applicable recurring Subscription Fees to the Customer’s designated billing payment method. 10.6 On the Commencement Date, the Customer will be charged immediately for the initial period of the subscription at the then-current fee set out in the Order, followed by recurring periodic charges as specified in the Order. 10.7 By choosing a recurring payment plan, the Customer acknowledges that such Services have a recurring payment feature and the Customer accepts responsibility for all recurring charges prior to cancellation. 10.8 For the avoidance of doubt, time for payment shall be of the essence of the Contract. 10.9 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). Unless otherwise agreed in writing Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Charges will include every cost and expense 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 Supplier directly or indirectly incurred in connection with Services at the performance same time as payment is due for the supply of the Services. 6.2 The Supplier will invoice 10.10 If the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer fails to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and make a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to under the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer Contract by the due date, then then, without limiting the Supplier's remedies under clause 14 (Termination), the Supplier shall suspend the Services to the Customer and 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 pay accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%. In the event that the Supplier interest at a rate which will compensate for such loss as has been directly caused by lifts the late payment. The interest rate will not suspension of the Services, an administration fee of £25.00 plus VAT shall be at a rate higher than payable to the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40Supplier. 6.8 The Supplier will not suspend 10.11 All amounts due under the supply Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2tax as required by law).

CHARGES AND PAYMENT. 6.1 a. The Charges Organisation shall pay the Fees to Groupcall in accordance with this clause 20 save to the extent the Pricing Model sets out a different method of payment. b. Groupcall may invoice Subscription Fees for the Initial Subscription Term and for Implementation Services will in advance. All Subscription Fees shall be invoiced annually in advance. Subscription Fees for Renewal Periods may be invoiced any time during or after the final month of the then current Initial Subscription Term or Renewal Period as the case may be. All other Fees not included in the Subscription Fees shall be at the rate agreed with Groupcall on an Order Form or if not agreed, at Groupcall’s applicable rate card in force from time to time and shall be paid within 7 days of invoice or as otherwise set out in the Purchase on an Order or Award Letter, and will be the full and exclusive remuneration Form. Time for payment is of the Supplier essence. c. Groupcall shall be entitled to review the Fees once every 12 months and shall notify the Organisation of any changes which shall take effect 3 months after such notification. d. For unlimited Communications Service tariffs, Groupcall reserves the right to increase Fees at any time if use of this service is disproportionately high in respect Groupcall’s e. Where the Fees for any Services are calculated based on the amount of time spent by Groupcall the performance following applies: i. a 'day' will mean a period of 7.5 hours. This will include the time spent in travelling to and from the place where the Services are performed.; ii. where Groupcall’s charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis. iii. Groupcall is permitted to charge for all costs and expenses incurred in performing the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number travelling, courier services and a breakdown of the Services supplied in the invoice periodpostage. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than f. If Groupcall has not received payment within 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance due date, and without prejudice to the Customer’s any other rights and remedies of Groupcall: i. Groupcall may, without liability to the Organisation, disable the Organisation's or any Authorised User’s password, account and access to all or part of the Software and the Services and Groupcall shall be under this Agreementno obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and ii. 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 Groupcall's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 g. All amounts and Fees stated or referred to in this agreement: i. shall be payable in pounds sterling; ii. are, subject to clause 11.9, non-cancellable and non-refundable; iii. are exclusive of VAT value added tax, which will shall be charged added to Groupcall's invoice(s) at the prevailing appropriate rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied. 6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amounth. All payments under this agreement shall be made without any deduction or set-off whether legal, equitable or otherwise. 6.7 If a i. Organisation’s payment of an undisputed amount is not made by the Customer by the due dateobligations are non-cancellable and, then the Customer will pay the Supplier interest at a rate which will compensate for such loss except as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified expressly set forth in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40this agreement fees paid are non-refundable. 6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.

CHARGES AND PAYMENT. 6.1 The Charges for 11.1 Time is of the Services will be essence in respect of the Customer’s payment obligations. 11.2 All Initial Charges, as set out in the Purchase Order Form, are due from the Contract Date. 11.3 Subject to the provisions of Clause 11.5, all Recurring Charges, as set out in the Order Form, shall be due immediately on each invoice date which at the Supplier’s absolute discretion, can be prepared and dated on delivery of Equipment, or Award Lettermonthly, quarterly or annually (the Payment Period) in advance or arrears depending on the circumstances and nature of the supply of Equipment and/or Services ordered. At the Supplier’s absolute discretion, a minimum invoice policy may apply if the Customer’s total monthly invoice is less than £5.00 (excluding VAT). 11.4 Each invoice shall include reasonable supporting information. 11.5 The Customer shall arrange payment by direct debit to the Supplier’s bank account nominated in writing by the Supplier or as stated on the Order Form. The Customer shall be required to set up a direct debit authority, in favour of the Supplier’s nominated account, on the Contract Date and before Activation, for payment of all Charges. 11.6 Recurring Charges shall accrue daily with effect from the date of Activation and shall be invoiced in advance (excluding call charges which shall be invoiced in arrears) at the frequency specified on the Order Form and shall be payable by direct debit. 11.7 The first instalment of Recurring Charges will be the full and exclusive remuneration made up of the Supplier (a) a proportionate charge in respect of the performance period from the scheduled date of Activation to the end of the month in which Activation is scheduled plus (b) the full amount due for the next Payment Period beginning on the first day of the month next following the month of the date scheduled for Activation. Payment Periods shall always start on the first day of a month. 11.8 The Customer shall ensure that it has sufficient funds available for collection of each direct debit payment and shall not cancel such direct debit instruction or take or fail to take any other action that results in payment failure. Any failure to comply with these provisions may result in suspension of Services under Clause 9.4 and shall incur an additional processing fee of £75 and a re- connection fee in accordance with Clause 9.5(e)(iii) of up to £500. 11.9 If part or all of the Charges remain unpaid and outstanding the Supplier is entitled to suspend Activation or supply of all Services and the provisions on suspension set out in Clause 9.4 shall apply. 11.10 In addition to the Charges for Equipment and/or Services. Unless otherwise agreed in writing , the Supplier shall be entitled to charge the Customer for any costs and expenses reasonably incurred by the CustomerSupplier or its agents, subcontractors or employees in connection with supply of the Services including, but not limited to, the Charges will include every cost of time and expense materials, necessary air or other travel expenses, hotel accommodation, subsistence and any associated expenses. For the avoidance of doubt, the Customer shall be notified of any such expenses prior to such expenses being incurred. 11.11 In respect of the supply of Equipment including hardware, software, and Supplier Materials: (a) the Supplier shall expect full payment in cleared funds before delivery; (b) the price for Equipment shall be the price set out in the Order Form or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Equipment is exclusive of all costs and charges of packaging, insurance, transport of the Equipment; (c) the Supplier reserves the right to increase the price of the 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: (i) any factor beyond the control of the Supplier directly or indirectly incurred (including foreign exchange fluctuations, inflation, increases in connection with the performance of the Services.taxes and duties, and increases in labour, materials and other manufacturing costs); 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required (ii) any request by the Customer to verify change the accuracy delivery date(s), quantities or types of Equipment ordered, or the Equipment Specification; or (iii) any delay caused by any instructions of the invoice including but not limited to the relevant Purchase Order number and a breakdown Customer in respect of the Services supplied Equipment or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the invoice periodEquipment. 6.3 11.12 In consideration respect of the supply of Services: (a) the Supplier shall expect full payment in cleared funds within 30 days of the invoice date; (b) the price for Services shall be the price set out in the Order Form; (c) the Supplier reserves the right to increase the price of the Services, by giving one month’s notice in writing to the Customer, to reflect any increase in the cost of the Services by the Supplier, the Customer will pay to the Supplier that is due to: (i) any increase in underlying costs including increases in inflation, taxes and duties, supplier costs, and increases in labour and materials costs. The Customer is entitled to request from the invoiced amounts no later than 30 days after receipt Supplier in writing reasonable evidence of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced such increases in underlying costs; (ii) any request by the Customer to change the Services Specification; or (iii) any delay caused by any instructions of the Customer in respect of the event Services or failure of unsatisfactory performance without prejudice the Customer to give the Supplier adequate or accurate information or instructions in respect of the Equipment. 11.13 All Charges and payments due are stated excluding value added tax (VAT), which the Customer shall additionally be liable to pay to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer willrate (if applicable), following the subject to receipt of a valid VAT invoice, pay . 11.14 All amounts due under this Contract shall be paid by the Customer to the Supplier a sum equal in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 11.15 If the Customer fails to make any payment due to the VAT chargeable Supplier under this Contract by the due date for payment, then, without prejudice to the Supplier’s other rights and remedies: 11.16 The Customer shall pay interest on the services supplied. 6.6 If there is overdue amount at the rate of 4% per annum above Barclays Bank PLC’s lending base rate from time to time. Such interest shall accrue on a dispute as to daily basis from the amount invoiced due date until actual payment of the overdue amount, whether before or after judgment. The Customer will shall pay the undisputed interest together with the overdue amount. 6.7 If a 11.17 The Supplier may suspend all Services until payment has been made in full. 11.18 For the avoidance of an undisputed amount is not made doubt, all deposits or other amounts paid by the Customer to the Supplier on account of any supply may be used to pay any outstanding debts owed by the due date, then Customer to the Supplier in respect of supplies under this Contract or any other contract between the parties. 11.19 Where the Customer will pay disputes any amount due under an invoice: (a) the Customer shall notify the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment writing within five (5) Business Days of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will not suspend the supply date of issue of the Services unless relevant invoice, such notification to provide a detailed account of why the Supplier invoice is entitled to terminate this Agreement for a failure to pay disputed, including all calculations; and (b) the undisputed sums sum shall be payable in accordance with clause 15.2Clause 11.5 and the parties shall act in good faith and use reasonable endeavours to resolve the disputed sum within ten (10) Business Days of notification of the dispute by Customer; and (c) if the dispute is not resolved within the ten (10) Business Day time period, the Supplier may exercise all rights and remedies at law or hereunder including but not limited to suspension of the Service.

CHARGES AND PAYMENT. 6.1 12.1 The Charges for the Goods and/or Services will be as are set out in Schedule 3 (or, as applicable, in the Purchase Order or Award LetterContract), and will shall be the full and exclusive remuneration of the Supplier in respect of the performance supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges will shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the provision of the Goods and/or performance of the Services. 6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period. 6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement. 6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. 6.5 12.2 All amounts stated are exclusive of VAT which will shall be charged at the prevailing raterate where applicable. The Customer willUKRI shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on in respect of the services suppliedGoods and/or Services. 6.6 12.3 The Supplier shall invoice UKRI at the times specified in Schedule 3 (or in the applicable Contract) and in accordance with this clause 12. If an invoicing schedule is not specified in Schedule 3 (or the applicable Contract), the Supplier shall invoice UKRI on or after the Delivery of the Goods or completion of the Services. 12.4 Each invoice shall include such supporting information required by UKRI to verify the accuracy of the invoice, including the relevant PO Number and a breakdown of the Goods and/or Services supplied in the invoice period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). 12.5 In consideration of the supply of the Goods and/or Services by the Supplier, UKRI shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice after verifying that the invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier unless ▇▇▇▇ agrees in writing to another payment method. 12.6 If UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of clause 12.5 after a reasonable time has passed (which shall be no less than 14 calendar days). 12.7 If there is a dispute between the Parties as to the amount invoiced invoiced, UKRI may reject the Customer will pay the undisputed amount. 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late paymentinvoice in its entirety. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40. 6.8 The Supplier will shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums invoice in accordance with clause 15.223.5. Any disputed invoices shall be resolved through the dispute resolution procedure detailed in Clause 34. 12.8 If a payment of an undisputed invoice is not made by UKRI by the due date, then UKRI shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. 12.9 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: (a) provisions having the same effects as clauses 12.3 to 12.8 of this Agreement; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 12.3 to 12.9 of this Agreement. (c) In this clause 12.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement or any Contract.