Common use of Fees and Payment Terms Clause in Contracts

Fees and Payment Terms. Customer shall pay Covad the One-time monthly fees and other fees shown in the applicable Pricing Schedule(s) for the setup, operation and providing of Services, Customer Circuits, and End User Circuits. The fees billed to Customer for Services shall not change during the Initial Term (as defined below); thereafter. Covad shall be free to change any of the fees upon notice to Customer. Covad shall invoice Customer once a month, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly fees. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on an invoice ("Disputed Amounts"), Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days from the date of the invoice or customers' fight to billing adjustment shall be waived. In the event of a billing dispute the parties shall promptly resolve the dispute by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under this Agreement.

Fees and Payment Terms. 11.1 The Customer shall pay Covad the One-time monthly fees Management Fees and other fees shown Usage Fees to HAYNE in accordance with this Clause 11 and the applicable Pricing Schedule(s) for the setup, operation and providing terms set out in Schedule 1 which should be read together as forming part of Services, Customer Circuitsthis Agreement. 11.2 Invoices serve as confirmation of amounts owed, and End User CircuitsCustomers payments are due on the dates specified pursuant to this Clause 11, regardless of whether the Customer receives and invoice, or when. 11.3 On completion of the initial Subscription Term this Agreement will automatically renew for a subsequent 12- month term unless either party provides no less than thirty (30) days’ advance written notice that either party does not wish to renew the agreement for a subsequent 12 months. The fees billed In the event that either party gives notice of non-renewal pursuant to Customer for Services shall not change during this Clause 11.3, this Agreement will expire at the Initial end of the current Subscription Term (as defined below); thereafter. Covad in Schedule 1. 11.4 Any dispute arising from or in connection with the Management Fees and / or the Usage Fees shall be free to change any resolved in accordance with clause 17 of the fees upon notice to Customer. Covad shall invoice Customer once a month, Covad's invoices shall this agreement. 11.5 If ▇▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month has not received payment of any undisputed Management Fees and / or Usage Fees within 21 days after the advance monthly fees. Customer shall pay all invoiced fees no later than thirty days from invoice due date. Late payments will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad without prejudice to any other rights and remedies of HAYNE: (includinga) HAYNE may, without limitationliability to the Customer, reasonable attorney's fees). In certain situationssuspend and/or disable the Customer’s or any Authorised Users’ password, Covad may require Customer account and access to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any all or part of the amounts on an invoice ("Disputed Amounts"), Customer must pay Managed Hosted Services and HAYNE shall be under no obligation to provide any or all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days from the date of the invoice Managed Hosted Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on such due amounts due and will be claimed pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, commencing on the due date, and continuing until fully paid, whether before or customers' fight to billing adjustment shall be waived. after judgement. (c) In the event of service suspension / disablement HAYNE reserves the right to charge a billing dispute reinstatement fee as detailed in Schedule 1. 11.6 All amounts and fees stated or referred to in this Agreement: (a) are, subject to Clause 15.4, non-cancellable and non-refundable; (b) are exclusive of Value Added Tax and all taxes or duties which may be levied or based upon price and other sums payable or any part thereof. Value Added Tax and all such taxes and duties (with the parties shall promptly resolve exception of any tax levied or based upon the dispute by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ income of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) shall be paid by the Customer as additional charges hereunder; and (c) shall be paid free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Customer undertakes to pay to HAYNE and /or indemnify HAYNE for such additional amounts as are necessary in order that the net amounts received by ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer after all deductions and withholdings shall not be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under this Agreementless than such payments would have been in the absence of any requirement to make such deduction or withholding.

Fees and Payment Terms. Customer shall (a) In consideration for GISW granting Client access to the Service, Client agrees to pay Covad the Oneto GISW a non-time monthly fees and other fees shown refundable subscription fee in the amount and on the terms set forth on GISW’s then-current fee schedule (the “Subscription Fee”), which shall be charged in accordance with the applicable Pricing Schedule(sterms of the statement of work executed by the parties (the “SOW”). (b) Unless otherwise agreed to by the parties, Client shall be initially charged the Subscription Fee on the Effective Date. Client shall register for the setupService either through the execution of an SOW with GISW, operation or through accessing the Service electronically. Upon registration, Client may submit credit card information for the account that will be automatically charged for the Subscription Fee. Alternatively, GISW may issue an invoice to Client for payment by Client in accordance with the terms of such invoice. The Subscription Fees shall be processed on a reoccurring basis by GISW and providing either automatically charged to Client’s credit card or through an issued invoice, which shall be payable by Client in accordance with its terms and the applicable terms of Servicesthe SOW. (c) In the event that GISW elects to allow for payment by credit card, Customer CircuitsGISW may use a third-party intermediary to manage credit card processing, and End User Circuitsthis intermediary will not permitted to store, retain or use Client’s billing information except to process Client’s credit card information for GISW. The fees billed to Customer for Services shall not change during the Initial Term (as defined below); thereafter. Covad GISW’s handling of Client’s personal information shall be free in accordance with GISW’s privacy policies and practices, which will be provided to change any Client upon request. (d) If Client’s credit card payment information is entered in error or if payment does not go through for processing and Client fails to update or correct such payment information upon GISW’s request, GISW may immediately terminate these Terms of the fees upon notice to Customer. Covad shall invoice Customer once a month, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month Service and the advance monthly fees. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad (including, suspend Client’s account without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on an invoice ("Disputed Amounts"), Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days from the date of the invoice or customers' fight to billing adjustment shall be waivednotice. In the event of a billing dispute any termination or suspension hereunder, Client will still have access to those portions and features of the parties shall promptly resolve Service that are made available to Client for no charge. (e) The Subscription Fee does not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state or federal jurisdiction that may be levied upon the dispute Service or Client’s use of the Site. If taxes should be imposed on any of the foregoing, Client will pay all such taxes (excluding taxes imposed on or measured by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company GISW’s income) and mailed to Accounts TERMS AND CONDITIONS Receivable Depthold GISW harmless for the payment of any and all such taxes., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under this Agreement.

Fees and Payment Terms. Customer shall pay Covad the One-time monthly fees and other fees shown Unless otherwise agreed in the applicable Pricing Schedule(s) writing, payment for the setup, operation and providing of Services, Customer Circuits, and End User Circuits. The fees billed to Customer for Services shall not change during the Initial Term (as defined below); thereafter. Covad we provide shall be free in Pounds Sterling in accordance with our published Fee Tariff which may be revised from time to change any time and forms part and should be read in conjunction with these Terms and Conditions, both of which are available on the fees upon notice to Customer. Covad shall invoice Customer once a month, Covad's invoices shall EFG Wealth Solutions Website at ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly fees. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on an invoice ("Disputed Amounts"), Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days from the date of the invoice or customers' fight to billing adjustment shall be waived. In the event of a billing dispute the parties shall promptly resolve the dispute by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇.▇▇▇. Customer We will also be entitled to reimbursement for any expenses or disbursements incurred by us in the provision of such Services. • Invoices raised against any Managed Entity will be on a quarterly basis (unless otherwise agreed in writing) and may include fees in advance for Services. • Settlement of our invoices will be deducted from funds controlled by EFG Wealth Solutions and the Client must ensure that sufficient funds are available, either held by or connected with the Managed Entity, to cover all fees, liabilities, disbursements of the Managed Entity and expenses incurred by us in the provision of Services for the Managed Entity and are in accordance with the Administration Agreement which forms part of these Terms and Conditions. • All fees and expenses are required to be paid in full within 30 days of the date of invoice. If, for any reason, outstanding fees and expenses are not settled within this time, interest at a rate of 1% per month or part thereof may be charged, compounded annually and we shall be responsible under no obligation to carry out any further work for you on any matter or to pay any sums on your behalf or on behalf of the Managed Entity until all applicable Federaloutstanding amounts have been paid. • We shall be entitled to retain at our discretion any benefit, statedirect or indirect, received in respect of commissions, fees or any other remuneration generated both initial and local mandated surchargesrecurring in respect to a Managed Entity, but not limited to the aforementioned. We may also share fees paid to us with introducers of business. EFG Wealth Solutions may receive commissions as a term of doing business with a third party. • In the event of non-payment of all or any part of any fees, user's expenses or disbursements due to us or which EFG Wealth Solutions are liable to pay on your behalf or in respect of which you become liable to us in any other manner, then EFG Wealth Solutions shall have a lien over, or the rights not to release from our possession or control, all or any documents or assets, including assets held on your behalf or to your order or on behalf of or to the order of any company or other body in common ownership with you or otherwise connected or affiliated to you in any manner, until such time as all such fees, universal service contributions expenses, disbursements or liability due and taxes applicable under payable are discharged. For the avoidance of doubt, this Agreementlien shall apply to all documents and assets held in relation to the matter in respect of which the fees, expenses, disbursements or liability have been incurred and in relation to any other matter whatsoever relating to you. Further, if we should cease to act for or in relation to you, a final invoice will be submitted and EFG Wealth Solutions reserves all rights to exercise the right of the lien aforesaid over all documents and assets held on your behalf or in relation to you until such time as the final invoice is discharged in full. • Where another party might agree to pay your costs, or where some costs may be recoverable in litigation, or from your insurers, the responsibility to meet EFG Wealth Solutions fees, expenses and disbursements in a timely fashion nevertheless remains yours regardless of any arrangements with, or rights against other parties or any court order and anticipated order.

Fees and Payment Terms. Customer shall pay Covad Unless otherwise provided, invoices will be issued upon commencement or renewal of the OneSubscription Term and additional periodic invoices may be issued for exceeding the usage limits. Amounts are due and payable in full, without setoff or deduction, within thirty (30) days following the invoice date and are payable in U.S. dollars unless otherwise agreed. If Client reasonably disputes any invoiced amount, Client will notify thatDot of such dispute in writing. Client is responsible for providing complete and accurate billing and contact information to thatDot and notifying thatDot of any changes to such information. 7.1 Except as otherwise specified in this Agreement, payment obligations are non- cancelable and fees paid are non-time monthly refundable. Fees outlined in an Order Form may not be modified during the initial term. thatDot reserves the right to modify its fees and other charges for any subsequent renewal Subscription Term upon at least thirty (30) days’ notice and any such fee adjustments will take effect upon the commencement of the subsequent Subscription Term. 7.2 If the Services are offered with a free trial or evaluation, Client will only be able to continue using the Services after the expiration of the free trial or evaluation period by paying in advance for additional usage. If you fail to pay for additional usage Client account will be frozen and inaccessible until payment is made. 7.3 thatDot’s fees shown in the applicable Pricing Schedule(s) for the setupare exclusive of all taxes, operation and providing of Serviceslevies, Customer Circuitsor duties, and End User CircuitsClient will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on thatDot’s income. The Client will make all payments of fees billed to Customer for thatDot free and clear of, and without reduction for, any VAT, withholding, or similar taxes; any such taxes imposed on payments of fees to thatDot will be Client’s sole responsibility, and Client will provide thatDot with official receipts issued by the appropriate taxing authority, or such other evidence as thatDot may reasonably request, to establish that such taxes have been paid. Client agrees to indemnify, defend, and hold thatDot, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Client’s failure to report or pay any such taxes, duties or assessments. 7.4 thatDot may suspend or terminate this Agreement and Client’s access to the Services shall not change during the Initial Term (as defined below); thereafterif Client is more than 60 days past due on any invoice. Covad shall be free Unpaid amounts are subject to change any of the fees upon notice to Customer. Covad shall invoice Customer once a month, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly fees. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate the lesser of one and one-half percent (1 1/21.5%) per month, month or the highest rate allowed maximum permitted by applicable law, whichever s lower, and Customer shall pay law plus all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees)expenses of collection. In certain situations, Covad may require Customer Client will continue to deposit funds with Covad to secure payment be charged for Services during any period of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on an invoice ("Disputed Amounts"), Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days from the date of the invoice or customers' fight to billing adjustment shall be waived. In the event of a billing dispute the parties shall promptly resolve the dispute by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Deptsuspension., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under this Agreement.

Fees and Payment Terms. Customer The Client agrees to pay Delaware for the Services and the Deliverables and work performed, in accordance with the payment provisions set out in each Statement of Work, which in each case is based on the Rate Card, unless otherwise set out in the Statement of Work. Save where otherwise agreed by the Parties under any Statement of Work, and in addition to the fees due under the relevant Statement of Work, the Client agrees to reimburse Delaware for travel, living and other expenses incurred in connection to this Agreement and/or any Statement of Work, and any taxes incurred on such expenses, provided that such expenses were incurred in accordance with Delaware’s current expenses policy, a copy of which shall be provided to the Client on request. Save where otherwise agreed by the Parties under the relevant Statement of Work, Delaware shall invoice the Client in arrears on a monthly basis following the end of each month in relation to the delivery of the Services and the Deliverables for that month. The Client shall promptly provide Delaware with the Client’s relevant purchase order number for Delaware to include in its invoices. The Client shall pay Covad Delaware's invoices by BACS within thirty (30) days of receipt by the OneClient, provided that the invoice has not been disputed, in writing, by the Client acting reasonably and in good faith. If the Client disputes an invoice (an “Invoice Dispute”) the Client shall notify Delaware, giving reasonable details of the disputed items and reasons for non-time monthly fees payment within ten (10) Business Days of receipt of the same (“Invoice Dispute Notice”). All disputed invoice amounts may be withheld and other fees shown in shall not become due until the applicable Pricing Schedule(s) Invoice Dispute has been resolved. Where only part of an invoice is disputed, the undisputed amount shall be payable on the due date for the setup, operation and providing of Services, Customer Circuits, and End User Circuitspayment. The fees billed Parties shall use all reasonable endeavours to Customer resolve an Invoice Dispute expeditiously. If the Invoice Dispute is not resolved within thirty (30) days after receipt by Delaware of the Invoice Dispute Notice, Delaware shall escalate the dispute in accordance with clause 29 (Dispute Resolution). If the Invoice Dispute is not resolved after the Parties have followed the escalation procedure set out in clause 29 (Dispute Resolution), Delaware may, without prejudice to any of its other rights or remedies available under this Agreement and/or any Statement of Work or at law, suspend performance of the Services upon no less than five (5) Business Days prior notice. Subject to clauses 7.3 and 7.4 above, if payment is not made to Delaware within thirty (30) days of an invoice receipt by the Client, Delaware has the right to charge interest at the rate of 4% a year above the Bank of England’s base rate from time to time on any outstanding balances due and 4% a year for Services shall not change during any period when the Initial Term base rate is below 0% (as defined belowwith interest accruing daily); thereafter, until such payment is made by the Client. Covad Delaware’s right to charge interest shall be free without prejudice to change any of other action that Delaware may take against the fees Client (including Delaware’s right (upon notice to Customerthe Client) to suspend the delivery of the Services under any Statement of Work and/or give notice to terminate under clause 12 (Termination)). Covad All invoices shall invoice Customer once a month, Covadbe in United Kingdom sterling and are exclusive of any taxes. Delaware's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly feesClient shall pay, all applicable sales, use, excise, value added or other similar taxes or duties in connection with this Agreement and/or any Statement of Work excluding taxes on Delaware's income. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate All sums payable to Delaware under this Agreement and/or any Statement of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on an invoice ("Disputed Amounts"), Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days from the date of the invoice or customers' fight to billing adjustment Work shall be waived. In the event of a billing dispute the parties shall promptly resolve the dispute by mutual agreement paid in full without any set-off, counterclaim, deduction or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Deptwithholding., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under this Agreement.

Fees and Payment Terms. Customer Ready shall pay Covad to TRANSPORT COMPANY such fees for its performance of the OneServices as agreed upon by Ready and TRANSPORT COMPANY and confirmed in a written transport order sent by Ready to TRANSPORT COMPANY or, as mutually agreed by the parties, a supplement or revision thereto. TRANSPORT COMPANY shall sign and return any such transport order to Ready prior to pick-time monthly fees and other fees shown in up or, as the applicable Pricing Schedule(s) for case may be, issue such electronic or digital acknowledgment of the setuptransport order; provided, operation and providing of Serviceshowever, Customer Circuits, and End User Circuits. The fees billed to Customer for Services shall not change during the Initial Term (as defined below); thereafter. Covad that TRANSPORT COMPANY shall be free bound by the transport order relating to change any shipment TRANSPORT COMPANY accepts regardless of whether TRANSPORT COMPANY signs or returns the fees upon notice to Customertransport order. Covad shall invoice Customer once a month, Covad's invoices TRANSPORT COMPANY shall ▇▇▇▇ Customer Ready for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly fees. Customer shall pay all invoiced fees each shipment no later than thirty days twenty-four (24) hours after delivery. Notwithstanding the foregoing, Ready may, in its sole discretion, waive the invoice requirement by developing or otherwise making available to TRANSPORT COMPANY an electronic application to be used to facilitate communication and exchange of documentation related to the Services, which application may be amended or upgraded from time to time (hereinafter, the “Ready Mobile App”). Ready may, in its sole discretion, waive the requirement that TRANSPORT COMPANY invoice dateReady with respect to Services provided pursuant to the Ready Mobile App. Late payments TRANSPORT COMPANY’s use of any the Ready Mobile App will accrue interest be subject to the terms and conditions applicable thereto. Ready shall employ the method of payment agreed to at a rate of one and one-half percent (1 1/2%) per monthshipment dispatch, or the highest rate allowed by applicable lawor, whichever s lowerif no such agreement is reached, and Customer then via any means acceptable to Ready. Ready shall pay all collection costs incurred TRANSPORT COMPANY within a reasonable time after confirming that delivery of shipment has occurred and that no damage to the freight has occurred or other claims of loss have occurred during transport. Ready may withhold any amount owed to TRANSPORT COMPANY to protect itself from any actual or reasonably anticipated (a) failure by Covad TRANSPORT COMPANY to provide the services in accordance with the terms of this Agreement or any applicable transport order; (b) claims or potential claims (including, but not limited to, cargo loss or damage); or (c) fraud, overbilling or overpayment with respect to the Services. Additionally, in the event TRANSPORT COMPANY owes any amounts to Ready with respect to a previous shipment (including damages subject to indemnification under this Agreement), Ready may offset such amounts against any fees or other amounts payable to TRANSPORT COMPANY. If Ready remits payment to TRANSPORT COMPANY without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on receiving an invoice ("Disputed Amounts")from TRANSPORT COMPANY, Customer must pay all amounts not in dispute as set forth above. TRANSPORT COMPANY acknowledges and provide Covad with a written request for billing adjustment together with all supporting documentation agrees that the payment received from Ready is correct unless TRANSPORT COMPANY disputes the amount of such payment within sixty (60) days from of issuance. Ready may charge TRANSPORT COMPANY a fee of $25 each time TRANSPORT COMPANY fails to provide Ready with an invoice within ninety (90) days following the date pick-up date. Ready shall have no responsibility for payment of invoices for a shipment that was dispatched 180 or more days prior to Ready’s receipt of the invoice or customers' fight to billing adjustment shall be waivedinvoice. In the no event will TRANSPORT COMPANY seek payment of a billing dispute the parties shall promptly resolve the dispute by mutual agreement any amounts due or by arbitration. Unless otherwise specified by Covad air payments shall alleged to be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable due under this AgreementAgreement from any third party including, but not limited to, any provider or customer of Ready. TRANSPORT COMPANY shall have no lien on any vehicles or other cargo transported hereunder.

Fees and Payment Terms. Customer (i) In consideration for the Services provided by the Service Provider under this Agreement, The Client shall pay Covad Service Provider the One-time monthly fees and other fees shown service fee as detailed in Annexure II hereto (“Service Fees”), which shall be inclusive of all applicable statutory payments, taxes, duties etc. Either present or future. The Client shall be entitled to withhold or deduct any taxes in accordance with Applicable Laws, if any. (ii) Service Provider shall raise an invoice on the applicable Pricing Schedule(s) Client by the 7th day of the current month for the setup, operation confirmed and providing of Services, Customer Circuits, and End User Circuits. The fees billed to Customer for duly acknowledged Delivery Services shall not change rendered during the Initial Term (as defined below); thereafter. Covad shall be free to change any of the fees upon notice to Customer. Covad shall invoice Customer once a month, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such previous month and the advance monthly fees. Customer Client shall pay all invoiced fees no later than thirty the same within 14 days from invoice date. Late payments will accrue interest at a rate of one and one-half percent receipt of invoice. (1 1/2%iii) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer The Client shall pay all collection costs incurred by Covad (includingthe invoice value, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any in favour of the amounts on an invoice ("Disputed Amounts")Service Provider, Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) 14 days from the date of receipt of invoice, every month. (iv) The Client shall not withhold the invoice or customers' fight payment of Service Fee for any reason whatsoever including dispute with regard to billing adjustment shall be waivedthe Delivery Services. In The Parties agree that, in the event of a billing dispute any delay in the parties payment of Service Fees, Service Provider shall promptly resolve levy interest at the dispute rate of 18% per annum or part thereof. Disputes are subjected to the acceptance of Service provider post submitting the actual proof of claimed value. Discrepancy can be raised within 3 days of receiving the invoice copy (Soft or hard whichever is received Earlier) (v) For all payments made by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable either Party under this Agreement, the following clauses on Taxes shall be applicable: a. All amounts due under this Agreement exclude any applicable indirect taxes including Central Goods and Services Tax, State Goods and Services Tax, Integrated Goods and Services Tax. Such amounts (including but not limited to service fee, damages, interest payments on overdue amounts) shall be charged additionally to The Client and The Client shall be required to pay such amounts. b. It is hereby clarified that the Service Provider has the right to raise an invoice from a single state or from multiple states where it is registered under the Goods and Services Tax Act. Further, unless otherwise agreed in writing, the invoices to the Client shall be issued to the registered address of the Client as specified in this Agreement. The Client shall be required to communicate any discrepancies in respect of the invoices (with respect to price or quantum of services) within 72 hrs days, beyond which, if any discrepancy is noticed, Service Provider shall not be required to pass over the benefit of any credit or benefit related to such discrepancy. The Client shall be required to make the payments within 14 days from the date of issuance of the invoice. Service Provider shall be entitled to charge the Client interest on overdue amounts, from the due date up to the date of actual payment, at the rate of 18% per annum or part thereof as described in Clause 6(iv) c. It is further clarified that in the event that any party incurs any loss of credit, or any penalties or other regulatory liabilities, due to any act or omission of the other party (including but not limited to providing incomplete details in the invoice, delay in payment of Service Fee beyond the stipulated time period, all such losses and interest thereon would be paid by the defaulting party and non-defaulting party shall not be liable for the same. d. Each party shall be required to indemnify and hold harmless the other party, its promoters, officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any losses, claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys’ fees and expenses) on account of violation of applicable indirect tax laws.

Fees and Payment Terms. In case Customer has ordered the Software through an Online Market Place, the Order Form may contain specific payment provisions, which shall prevail if and to the extent that they are inconsistent with the below payment terms. The fixed recurring Fees shall be invoiced on a monthly or yearly basis (as indicated in the Order Form) as from the Effective Date, either by Tangent Work or by the applicable Online Market Place, as indicated in the Order Form. Any Fees for usage in excess of the applicable package shall be invoiced on a monthly basis. Upon renewal of the Agreement, Tangent Works may increase the applicable Fees. In such case, Tangent Works will notify Customer thereof in advance and the increased fees will apply at the start of the next Renewal Term. If Customer does not agree to this price increase, Customer shall have the right to terminate the Agreement at the end of the then- current Term by giving written notice to Tangent Works. All invoices are payable within thirty (30) calendar days after the invoice date. If a Customer disputes an invoice (or any portion thereof), Customer must notify Tangent Works in writing of the nature of such dispute within five (5) Business Days after the invoice date, failing which the invoice shall be deemed accepted by Customer. The undisputed portion of the invoice shall be paid as set forth in the Agreement. If Customer fails to pay any outstanding amounts, Tangent Works shall be entitled to suspend its obligations and Customer’s rights hereunder until receipt of payment of such outstanding amounts. Payments made by Customer to Tangent Works under the Agreement shall be final and non- refundable. All Fees payable to Tangent Works under the Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case Customer undertakes to pay Tangent Works such additional amounts as are necessary in order that the net amounts received by Tangent Works after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Unless specified otherwise in the Order Form, invoices shall be sent electronically to Customer’s e- mail address, set out the Order Form. Any amounts of undisputed invoices that have not been paid within thirty (30) days after the invoice date shall automatically and without notice be subject to a late payment interest equal to 1,5% per month or the maximum permitted by applicable law, which interest shall be compounded daily as of the due date until receipt of full payment by Tangent Works. In addition, Customer shall pay Covad all costs incurred by Tangent Works as a result of the One-time monthly fees and other fees shown (extra)judicial enforcement of Customer’s payment obligation under this clause. The Agreement is entered into for (i) the fixed term set out in the applicable Pricing Schedule(sOrder Form or (ii) if no term is set out in the Order Form, for one (1) year (the setup"Initial Term"). After the Initial Term, operation the Agreement shall be automatically and providing of Servicestacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, Customer Circuits(ii) if such duration is not specified in the Order Form, and End User Circuits. The fees billed to Customer for Services shall not change during having the same duration as the Initial Term (as defined below); thereafter. Covad shall be free to change any of the fees upon notice to Customer. Covad shall invoice Customer once each a month, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly fees. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on an invoice ("Disputed AmountsRenewal Term"), Customer must pay all amounts not in dispute as set forth above. and provide Covad with unless a Party provides a written request for billing adjustment together with all supporting documentation within sixty notice to terminate at least one (601) days from month before the date end of the invoice Initial Term or customers' fight to billing adjustment shall be waived. In the event of a billing dispute the parties shall promptly resolve the dispute by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Deptthen- running Renewal Term., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under this Agreement.

Fees and Payment Terms. Customer shall (a) In consideration for HICAPS providing access to the HICAPS System, the Provider agrees to pay Covad the One-time monthly fees and other fees shown in HICAPS the applicable Pricing Schedule(sfees notified by HICAPS to the Provider from time to time (subject to clause 5(b) below) and comply with its obligations in this Part A. (b) HICAPS will provide the Provider at least 30 days prior notice of any proposed change to the fees chargeable for access to the setup, operation and providing of Services, Customer Circuits, and End User CircuitsHICAPS System. The fees billed If the Provider continues to Customer for Services shall not change during use the Initial Term (as defined below); thereafter. Covad shall be free to change any HICAPS system after the expiry of the fees upon 30 day notice period, the new fee(s) will apply from the expiry of the 30 day notice period. If the Provider does not accept the proposed change in fees, the Provider may terminate this Agreement by providing written notice to Customer. Covad shall invoice Customer once a monthHICAPS, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice which case: i. this Agreement will reflect all One-time Fees, prorated monthly fees for such month and terminate at the advance monthly fees. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any end of the amounts on an invoice 30 day notice period; ("Disputed Amounts"the Provider may nominate a longer termination period, but the new fees will apply after the expiry of the 30 day notice period), Customer ; ii. the Provider must stop accessing and using the HICAPS System as of the effective date of termination; iii. the Provider must pay all amounts not in dispute as set forth abovefees applicable to the period prior to the effective date of termination; and iv. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days HICAPS may deactivate the Provider’s access to the HICAPS System from the effective date of termination. (c) The Provider is solely responsible for the invoice or customers' fight bank account information provided to billing adjustment shall be waived. In the event of a billing dispute the parties shall HICAPS and must promptly resolve the dispute by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ ▇inform ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇of any changes thereto. Customer Changes should be communicated to HICAPS by entering the updated information through the relevant HICAPS System or by contacting HICAPS. (d) All payments shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under made in Australian dollars. All fees are non-refundable unless otherwise explicitly stated in this Agreement. (e) The Provider agrees to obtain its own advice in relation to good and services, sales and other taxes applicable to payments made to the Provider. (f) All payments due to HICAPS shall be made without any deduction or withholding on account of any tax, duty, charge or penalty except as required by law in which case the sum payable by a party in respect of which such deduction or withholding is to be made, shall be increased to the extent necessary to ensure that, after making such deduction or withholding, HICAPS receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.

Fees and Payment Terms. Customer The Client agrees to pay Delaware for the Services and the Deliverables and work performed, in accordance with the payment provisions set out in each Statement of Work, which in each case is based on the Rates, unless otherwise set out in the Statement of Work. Delaware may increase the Rates, on an annual basis, to reflect any increase in its costs. Save where otherwise agreed by the Parties under any Statement of Work, and in addition to the fees due under the relevant Statement of Work, the Client agrees to reimburse Delaware for travel, living and other expenses incurred in connection to this Agreement and/or any Statement of Work, and any taxes incurred on such expenses, provided that such expenses were incurred in accordance with Delaware’s current expenses policy, a copy of which shall be provided to the Client on request. Save where otherwise agreed by the Parties under the relevant Statement of Work, Delaware shall invoice the Client in arrears on a monthly basis following the end of each month in relation to the delivery of the Services and the Deliverables for that month. The Client shall promptly provide Delaware with the Client’s relevant purchase order number for Delaware to include in its invoices. The Client shall pay Covad Delaware's invoices by BACS within thirty (30) days of receipt by the OneClient, provided that the invoice has not been disputed, in writing, by the Client acting reasonably and in good faith. If the Client disputes an invoice (an “Invoice Dispute”) the Client shall notify Delaware, giving reasonable details of the disputed items and reasons for non-time monthly fees payment within ten (10) Business Days of receipt of the same (“Invoice Dispute Notice”). All disputed invoice amounts may be withheld and other fees shown in shall not become due until the applicable Pricing Schedule(s) Invoice Dispute has been resolved. Where only part of an invoice is disputed, the undisputed amount shall be payable on the due date for the setup, operation and providing of Services, Customer Circuits, and End User Circuitspayment. The fees billed Parties shall use all reasonable endeavours to Customer resolve an Invoice Dispute promptly. If the Invoice Dispute is not resolved within thirty (30) days of receipt by Delaware of the Invoice Dispute Notice (or if no Invoice Dispute Notice has been received but the full amount of an invoice has not been paid within fourteen (14) days of the invoice due date), Delaware may escalate the dispute in accordance with clause 29 (Dispute Resolution) and may, without prejudice to any of its other rights or remedies available under this Agreement and/or any Statement of Work or at law, suspend performance of the Services upon no less than five (5) Business Days prior notice. Subject to clauses 7.3 and 7.4 above, if payment is not made to Delaware within thirty (30) days of an invoice receipt by the Client, Delaware has the right to charge interest at the rate of 4% a year above the Bank of England’s base rate from time to time on any outstanding balances due and 4% a year for Services shall not change during any period when the Initial Term base rate is below 0% (as defined belowwith interest accruing daily); thereafter, until such payment is made by the Client. Covad Delaware’s right to charge interest shall be free without prejudice to change any of other action that Delaware may take against the fees Client (including Delaware’s right (upon notice to Customerthe Client) to suspend the delivery of the Services under any Statement of Work and/or give notice to terminate under clause 12 (Termination)). Covad All invoices shall invoice Customer once a month, Covadbe in United Kingdom sterling and are exclusive of any taxes. Delaware's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly feesClient shall pay, all applicable sales, use, excise, value added or other similar taxes or duties in connection with this Agreement and/or any Statement of Work excluding taxes on Delaware's income. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate All sums payable to Delaware under this Agreement and/or any Statement of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on an invoice ("Disputed Amounts"), Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days from the date of the invoice or customers' fight to billing adjustment Work shall be waived. In the event of a billing dispute the parties shall promptly resolve the dispute by mutual agreement paid in full without any set-off, counterclaim, deduction or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Deptwithholding., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under this Agreement.

Fees and Payment Terms. Customer (i) In consideration for the Services provided by the Service Provider under this Agreement, The Client shall pay Covad Service Provider the One-time monthly fees and other fees shown service fee as detailed in Annexure II hereto (“Service Fees”), which shall be inclusive of all applicable statutory payments, taxes, duties etc. Eitherpresentorfuture. The Clientshallbeentitledtowithholdordeductanytaxes in accordance with Applicable Laws, if any. (ii) Service Provider shall raise an invoice on the applicable Pricing Schedule(s) Client by the 7th day of the currentmonth for the setup, operation confirmed and providing of Services, Customer Circuits, and End User Circuits. The fees billed to Customer for duly acknowledged Delivery Services shall not change rendered during the Initial Term (as defined below); thereafter. Covad shall be free to change any of the fees upon notice to Customer. Covad shall invoice Customer once a month, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such previous month and the advance monthly fees. Customer Client shall pay all invoiced fees no later than thirty the same within 14 days from invoice date. Late payments will accrue interest at a rate of one and one-half percent receipt of invoice. (1 1/2%iii) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer The Client shall pay all collection costs incurred by Covad (includingthe invoice value, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any in favour of the amounts on an invoice ("Disputed Amounts")Service Provider, Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) 14 days from the date of receipt of invoice, every month. (iv) The Client shall not withhold the invoice or customers' fight payment of Service Fee for any reason whatsoever including dispute with regard to billing adjustment shall be waivedthe Delivery Services. In The Parties agree that, in the event of a billing dispute any delay in the parties payment of Service Fees, Service Provider shall promptly resolve levy interest at the dispute rate of 18% per annum or part thereof. Disputes are subjected to the acceptance of Service provider post submitting the actual proof of claimed value. Discrepancy can be raised within 3 daysofreceivingtheinvoicecopy(Softor hardwhicheverisreceived Earlier) (v) For all payments made by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable either Party under this Agreement, the following clauses on Taxes shall beapplicable: a. All amounts due underthis Agreement exclude any applicableindirecttaxes including Central Goods and Services Tax, State Goods and Services Tax, Integrated Goods and Services Tax. Such amounts (including but not limited to service fee, damages, interest payments on overdue amounts) shall be charged additionally to The Client and The Client shall be required to pay such amounts. b. It is hereby clarified that the Service Provider has the right to raise an invoice from a single state or from multiple states where it is registered under the Goods and Services Tax Act. Further, unless otherwise agreed in writing, the invoices to the Client shall be issued to the registered address of the Client as specified in this Agreement. The Client shall be required to communicate any discrepancies in respect of the invoices (with respect to price or quantum of services) within 72 hrs days, beyond which, if any discrepancy is noticed, Service Provider shall not be required to pass over the benefit of any credit or benefit related to such discrepancy. The Client shall be required to make the payments within 14 days from the date of issuance of the invoice. Service Provider shall be entitled to charge the Client interest on overdue amounts, from the due date up to the date of actual payment, at the rate of 18% per annum or part thereof as described in Clause 6(iv) c. It is further clarified that in the event that any party incurs any loss of credit, or any penaltiesor otherregulatoryliabilities, duetoany actoromission of theother party (including but not limited to providing incomplete details in the invoice, delay in payment of Service Fee beyond the stipulated time period, all such losses and interest thereonwouldbepaidby thedefaultingpartyandnon-defaultingpartyshallnotbe liable for the same. d. Each party shall be required to indemnify and hold harmless the other party, its promoters, officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any losses, claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys’ fees and expenses) on account of violation of applicable indirect tax laws.

Fees and Payment Terms. Customer 8.1 The Client agrees to pay KaarTech for the Services and the Deliverables and work performed, in accordance with the payment provisions set out in each Statement of Work 8.2 Save where otherwise agreed by the Parties under any Statement of Work, and in addition to the fees due under the relevant Statement of Work, the Client agrees to reimburse KaarTech for travel, living and other expenses incurred in connection to this Agreement and/or any Statement of Work, and any taxes incurred on such expenses, provided that such expenses were incurred in accordance with KaarTech current expenses policy, a copy of which shall be provided to the Client on request 8.3 KaarTech shall invoice the Client in accordance with the terms set out in the Statement of Work. Each invoice may include any expenses as referred to in clause 8.2 8.4 The Client shall pay Covad K a a r T e c h ’ s invoices by BACS within fifteen (15) days of receipt by the One-time monthly fees Client, provided that the invoice has not been disputed, in writing, by the Client acting reasonably and other fees shown in good faith. If the applicable Pricing Schedule(s) for the setup, operation and providing of Services, Customer Circuits, and End User Circuits. The fees billed to Customer for Services shall not change during the Initial Term (as defined below); thereafter. Covad shall be free to change any of the fees upon notice to Customer. Covad shall invoice Customer once a month, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly fees. Customer shall pay all invoiced fees no later than thirty days from invoice date. Late payments will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever s lower, and Customer shall pay all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on Client disputes an invoice (an "Disputed AmountsInvoice Dispute") the Client shall notify KaarTech. giving reasonable details of the disputed items and reasons for non-payment within ten (10) Working Days of receipt of the same ("Invoice Dispute Notice"). All disputed invoice amounts may be withheld and shall not become due until the Invoice Dispute has been resolved. Where only part of an invoice is disputed, Customer must pay the undisputed amount shall be payable on the due date for payment. 8.5 The Parties shall use all amounts reasonable endeavours to resolve an Invoice Dispute expeditiously. If the Invoice Dispute is not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation resolved within sixty thirty (6030) days from the date after receipt by KaarTech of the invoice or customers' fight to billing adjustment Invoice Dispute Notice, KaarTech shall be waived. In the event of a billing dispute the parties shall promptly resolve escalate the dispute by mutual agreement in accordance with clause 28 (Dispute Resolution). If the Invoice Dispute is not resolved after the Parties have followed the escalation procedure set out in clause 28 (Dispute Resolution). KaarTech may, without prejudice to any of its other rights or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable remedies available under this Agreement.Agreement and/or any statement of Work or at law, suspend performance of the Services upon no less than five

Fees and Payment Terms. 5.1 The Customer shall pay Covad the One-time monthly fees and other fees shown Fees in accordance with the timeline specified in the applicable Pricing Schedule(s) for relevant Statement of Work or if not so specified, prior to the setup, operation and providing delivery of the Services, Customer Circuits. For the avoidance of doubt, and End User Circuits. provided such revision does not affect the Fees of the Services agreed in writing under relevant Statement of Work that has been executed, Sage reserves the right to adjust its pricing from time to time and is not under the obligation to provide the same Services at the same rate set out in any earlier Statement of Work executed between the Parties. 5.2 The fees billed to Customer for Services shall not change during Fees indicated in the Initial Term (as defined below); thereafter. Covad relevant Statement of Work shall be free exclusive of all taxes and duties (GST, VAT or other applicable sales or withholding tax). Any taxes payable shall be set out in the relevant tax invoice issued to change the Customer and the Customer agrees to pay all applicable taxes at the then prevailing rate. 5.3 All amounts due under this Agreement shall be paid in full without any deduction, set-off, or withholding (other than as required by law) and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part. If the fees upon notice Customer is required by law to Customer. Covad shall invoice Customer once a month, Covad's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Covad's invoice will reflect all One-time make any withholding or deduction from the Fees, prorated monthly fees for such month and the advance monthly fees. Customer shall pay all invoiced the full amount of the Fees to Sage, and Sage shall pay the amount of any such withholding or deduction to the appropriate authority. 5.4 Notwithstanding any other provisions to the contrary, Sage shall be under no obligation to perform the Services and may suspend its performance of the Service if, and for so long as: (a) the Customer fails to pay the Fees or any part of it when the Fees are due in accordance with this Agreement; and (b) the Customer fails to pay any other fees no later than thirty days from invoice date. Late payments will accrue due and payable to Sage under any other agreements entered into between Sage and the Customer (for example, fees owed under any License Agreement). 5.5 Without prejudice to clause 5.5 above, and any other remedies available to Sage at law or in equity, if the Customer fails to pay any amount due under this Agreement by the date set out in the invoice, Sage shall be entitled to charge interest at a the rate of one and one-half percent (1 1/2%) 2% per monthannum above the prevailing Lloyds Bank’s base rate, or the highest rate allowed by applicable law, whichever s lower, and Customer which interest shall pay all collection costs incurred by Covad (including, without limitation, reasonable attorney's fees). In certain situations, Covad may require Customer to deposit funds with Covad to secure payment of fees owed by Customer hereunder. Such deposited funds shall not bear interest If Customer has a bone Fide dispute with any of the amounts on an invoice ("Disputed Amounts"), Customer must pay all amounts not in dispute as set forth above. and provide Covad with a written request for billing adjustment together with all supporting documentation within sixty (60) days be accrued from the due date until the actual date of payment. For the invoice or customers' fight to billing adjustment avoidance of doubt, for so long as the Fees are not paid in full, interest shall be waived. In the event of a billing dispute the parties shall promptly resolve the dispute by mutual agreement or by arbitration. Unless otherwise specified by Covad air payments shall be made to Covad Communications Company and mailed to Accounts TERMS AND CONDITIONS Receivable Deptcontinue accruing before as well as after judgment., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Customer shall be responsible for all applicable Federal, state, and local mandated surcharges, fees, user's fees, universal service contributions and taxes applicable under this Agreement.