Common use of Fees and Payment Terms Clause in Contracts

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 all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term is set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before the end of the Initial Term or the then- running Renewal Term.

Fees and Payment Terms. 4.1. In case Customer has ordered consideration of the Software through an Online Market Placeprovision of the Services delivered by Sify, the Customer shall pay the Service Charges as set out in either in the SOW or Purchase Order Form may contain specific payment provisions, which shall prevail if and to specifies whether the extent that they charges are inconsistent with the below payment terms. The fixed recurring Fees shall be invoiced on a monthly time and materials basis, a fixed price basis 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 Forma combination of both. Any Fees for usage in excess Time is of the applicable package shall be invoiced on a monthly basis. Upon renewal essence for the payment of the Agreement, Tangent Works may increase Service Charges. 4.2. Fees and other charges: the applicable Fees. In such case, Tangent Works Customer 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 pay Sify 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 fees and other charges set forth in the AgreementStatement of Work and Purchase Order towards consideration for the Services rendered. 4.3. If Customer fails to pay any outstanding amounts, Tangent Works Where Services are provided on a time and materials basis: 4.4. the charges payable for the Services shall be entitled calculated in accordance with the Sify's standard daily fee rates for each individual person and are calculated on the basis of an eight-hour day, worked between 9 am and 5 pm on Working Days and otherwise by arrangement between the parties. 4.5. Sify will ensure that every individual whom it engages in relation to suspend the Services completes time sheets recording time spent on the Services or Deliverables; and 4.6. Sify will invoice the Customer as the case maybe for its obligations charges for time, expenses, and Customer’s rights hereunder until receipt of payment of such outstanding amountsmaterials for the month concerned, accompanied by any relevant receipts for any Equipment, materials and expenses as incurred in accordance with the clause below. 4.7. Payments made by Customer to Tangent Works under Where Services are provided for a fixed price, the Agreement shall be final and non- refundable. All Fees payable to Tangent Works under total price for 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 all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term Services is set out in SOW or Purchase Order. Upon completion of the Order Form, for one (1) year (the "Initial Term"). After the Initial TermServices or when an agreed instalment is due, the Agreement Sify shall be automatically invoice the Customer for the charges that are then payable, together with any Equipment, materials, and tacitly renewed for consecutive periods (i) having the duration set out expenses, which have not been expressly included in the Order Form orfixed price. 4.8. Expenses incurred by the Sify may include: the cost of hotel, (ii) if such duration is not specified subsistence, travelling and any other expenses reasonably incurred by the individuals whom the Sify engages in connection with the Order FormServices, having the same duration as cost of any materials and the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before cost of services reasonably and properly provided by third parties and required by the end Sify for the supply of the Initial Term or Services. Any expenses must be pre-approved by the then- running Renewal TermCustomer in writing. Such expenses, materials and third-party services must be invoiced by the Sify at cost which the Sify will add to its invoices at the appropriate rate.

Fees and Payment Terms. In case Customer has ordered 7.1 The price of 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 Goods shall be invoiced on a monthly or yearly basis (as indicated the price set out in the Order Form. 7.2 Pelion may, by giving notice to the Customer at any time up to two (2) as from Business Days before Delivery, increase the Effective Dateprice of the Goods to reflect any increase in the cost of the Goods that is due to: (a) any factor beyond Pelion’s control (including foreign exchange fluctuations, either by Tangent Work or increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the applicable Online Market PlaceCustomer to change the Delivery date(s), as indicated in the Order Form. Any Fees for usage in excess quantities or types of Goods ordered; or (c) any delay caused by any instructions of the applicable package Customer or failure of the Customer to give Pelion adequate or accurate information or instructions. 7.3 The price of the Goods: (a) Excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Pelion at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) Excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. 7.4 Pelion may invoice the Customer for the Goods on or at any time after the completion of Delivery. 7.5 The customer shall pay each invoice submitted by ▇▇▇▇▇▇: (a) Within 30 days of the date of the invoice; and (b) In full and in cleared funds to a monthly basis. Upon renewal bank account nominated in writing by ▇▇▇▇▇▇, and Time for payment shall be the essence of the Agreement, Tangent Works may increase . 7.6 If 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 make a payment due to suspend its obligations and Customer’s rights hereunder until receipt of payment of such outstanding amounts. Payments made by Customer to Tangent Works Pelion under the Agreement by the due date, then, without limiting Pelion's remedies under Error! Bookmark not defined.Error! Reference source not found., the Customer shall be final pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Pelion may charge Customer interest at the lesser rate of 1% per month (12% per annum) and non- refundable. the maximum amount permitted by law on all late payments. 7.7 All Fees payable to Tangent Works amounts due under the Agreement shall be paid in full without the right to set off any set-off, counterclaim, deduction or counterclaim and free and clear withholding (other than any deduction or withholding of all deductions or withholdings whatsoever unless the same are tax as required by law). 7.8 The charges for Connectivity Solution provided by Pelion under this Agreement do not include taxes. Customer shall pay all taxes, fees, surcharges, license fees and other tax like charges imposed on or incident to the provision, sale or use of Connectivity Solution in accordance with applicable law, including value added taxes, sales and use taxes or other similar taxes. Customer shall pay all amounts due under the Agreement in full without any deduction or withholding. Without limiting the foregoing, in which case the event that payment of any sums due to Pelion under the Agreement becomes subject to any deduction or withholding in respect of or on account of tax, Customer undertakes shall pay to pay Tangent Works Pelion such additional amounts sum as are necessary may be required in order that the net amounts amount actually received and retained by Tangent Works Pelion under the Agreement (after all deductions and withholdings such deduction or withholding has been made) shall not be less than such payments equal to the full amount that would have been received and retained by Pelion had no such deduction or withholding been required to be made. 7.9 From time to time, ▇▇▇▇▇▇ may offer access the Goods in combination with the absence Connectivity Solution (or portions thereof) through a trial period, pilot, or proof of such deductions or withholding. Unless specified otherwise concept ("Proof of Concept"), as Pelion determines in its sole discretion, and as reflected in the Order Form, invoices . The obligations on Customer as set forth in this Agreement apply in full to any Goods or Connectivity Solution provided by Pelion to Customer as a Proof of Concept. Customer understands and acknowledges that the Goods and Connectivity Solution provided under any Proof of Concept may be significantly limited in capability and as such shall not be used to support a production or live solution. Any access or use of the Goods and Connectivity Solution under a Proof of Concept shall be sent electronically to at Customer’s e- mail address, set out sole risk and is provided to 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 Customer on an “as of the due date until receipt of full payment by Tangent Works. In addition, Customer shall pay all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term is set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before the end of the Initial Term or the then- running Renewal Termis” basis.

Fees and Payment Terms. In case Customer has ordered shall pay Master Reseller/Distri the Software through an Online Market PlaceOne- time Fees, monthly fees and other fees shown in the Order Form may contain specific payment provisionsapplicable Pricing Schedule(s) for the setup, which shall prevail if operation and providing of Services, Customer Circuits, End User Circuits and other services obtained from Master Reseller/Distri. The monthly fees billed to the extent that they are inconsistent with customer for End User Circuits shall not change during the below payment termsterm for which the End User DSL Circuit is ordered once such End User DSL Circuit order has been accepted by Master Reseller/Distri. The fixed recurring Fees Other than revising monthly fee charges for End User Circuits during the End User Circuit term, Master Reseller/Distri shall be free to revise all charges at any time upon notice to customer. Master Reseller/Distri shall invoice Customer once a month. Master Reseller/Distri's invoices shall ▇▇▇▇ Customer for Services one month in advance. For new End Users, setup during a month, Master Reseller/Distri's invoice will reflect all One-time Fees, prorated monthly fees for such month and the advance monthly fees. Customer shall pay all invoiced on fees no later than thirty days from invoice date. Late payments will accrue interest at a monthly rate of one and one-half percent (1 1/2%) per month, or yearly basis the highest rate allowed by applicable law, whichever is lower, and Customer shall pay all collection costs incurred by Master Reseller/Distri (as indicated in the Order Form) as from the Effective Dateincluding, either by Tangent Work or by the applicable Online Market Placewithout limitation, 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 Feesreasonable attorney's fees). In such casecertain situations, Tangent Works will notify Master Reseller/Distri may require Customer thereof in advance and the increased to deposit funds with Master Reseller/Distri to secure payment of fees will apply at the start of the next Renewal Termowed by Customer hereunder. If Customer does not agree to this price increase, Customer shall have the right to terminate the Agreement at the end has a bone fide dispute with any 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 amounts on an invoice (or any portion thereof"Disputed Amounts"), Customer must notify Tangent Works pay all amounts not in writing of dispute as set forth above, and provide Master Reseller/Distri with a written request for billing adjustment together with all supporting documentation within sixty (60) days from 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 date of the invoice or customers right to billing adjustment shall be paid as set forth in waived. In the Agreementevent of a billing dispute the parties shall promptly resolve the dispute by mutual agreement or by arbitration. If Customer fails to pay any outstanding amounts, Tangent Works Unless otherwise specified by Master Reseller/Distri all payments shall be entitled made to suspend its obligations Master Reseller/Distri Telecomm, Inc and Customer’s rights hereunder until receipt of payment of such outstanding amountsmailed to Accounts Receivable Dept., Master Reseller/Distri Telecomm, Inc., 4210 Coronado, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Payments made by Customer to Tangent Works under the Agreement shall be final responsible for all applicable Federal, state, and non- refundable. All Fees payable to Tangent Works under the Agreement shall be paid without the right to set off local mandated, required or counterclaim approved surcharges, fees, user's fees, universal service contributions 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 taxes 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 all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term is set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before the end of the Initial Term or the then- running Renewal TermAgreement.

Fees and Payment Terms. In case 4.1. Unless special arrangements regarding credit facilities have been arranged with TPN, payment of each Invoice shall be made by the Customer has ordered within 30 (Thirty) days of 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 termsdate stipulated on such Invoice. 4.2. The fixed recurring Price reflected on each Invoice is inclusive of VAT. 4.3. Payments by the Customer shall not be deemed to have been received unless actually received by TPN at its offices or electronically paid into its bank account after all amounts have been cleared by the relevant financial institution. 4.4. The Customer shall not be entitled to make any deduction from the Fees payable by it to TPN in respect of any alleged rights to set off or counter-claims unless both the validity and the amounts thereof have been expressly acknowledged and admitted in writing by TPN. 4.5. The amount of the indebtedness of the Customer to TPN at any time shall be invoiced proven, on the face of it, by a monthly or yearly basis (as indicated in certificate issued under the Order Form) as from the Effective Datesignature of any one of TPN's managers, either by Tangent Work or by the applicable Online Market Placewhose office need not be proved. In addition, as indicated in the Order Form. Any Fees for usage in excess of the applicable package such certificate shall be invoiced on valid as a monthly basis. Upon renewal liquid document in any competent court for the purpose of obtaining summary judgment against the Agreement, Tangent Works may increase the applicable Fees. In Customer and 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 certificate shall be deemed accepted by to be sufficient particularly for the purposes of pleading or trial in any action instituted against the Customer. 4.6. The undisputed portion Customer shall not, under any circumstances, be entitled to withhold payment of the invoice shall be paid as set forth in the any amount due under this Agreement. If In the event that the Customer fails to pay make due and timeous payment of any outstanding amounts, Tangent Works amount owing to TPN under this Agreement: 4.6.1. TPN shall be entitled to suspend its obligations and the Customer’s rights hereunder access to the Database, until receipt of payment of such outstanding amounts. Payments made by time as the Customer shall have paid 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 lawTPN such fees, 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 lawincluding any interest, which may have accrued thereon; and 4.6.2. such amounts shall bear interest shall be compounded daily as of at the Prime Rate from the due date until receipt date of full payment thereof has been received by Tangent WorksTPN in full. 4.7. In additionThe Customer shall, if called upon to do so by TPN, sign a debit order authorisation in favour of TPN in order to effect payment of the amounts due by it in terms of this Agreement. 4.8. Specifically, if the Customer elects to pay the Fees via electronic transfer into the bank account of TPN and TPN accepts such arrangement, should the Customer subsequently fail to make timeous payment of any amount in accordance with the provisions of clause 4.1, then the Customer agrees TPN may collect the outstanding Fees and all future amounts due to TPN by debit order and, in this regard, the Customer agrees to abide by the provisions of clause 4.7. 4.9. Should any debit order be returned for any reason whatsoever, the Customer shall pay all costs incurred be responsible for reimbursing TPN for any fees debited to TPN’s account by Tangent Works as a result of the (extra)judicial enforcement of Customer’s payment obligation under this clause. The Agreement is entered into for (i) the fixed term set out its bankers in the Order Form or (ii) if no term is set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before the end of the Initial Term or the then- running Renewal Termconnection therewith.

Fees and Payment Terms. In case Customer has ordered shall pay Covad the Software through an Online Market PlaceOne-time monthly fees and other fees shown in the applicable Pricing Schedule(s) for the setup, the Order Form may contain specific payment provisionsoperation and providing of Services, which shall prevail if Customer Circuits, and to the extent that they are inconsistent with the below payment termsEnd User Circuits. The fixed recurring Fees fees billed to Customer for Services shall not change during the Initial Term (as defined below); thereafter. Covad 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 free to change any of the applicable package fees upon notice to Customer. Covad shall be invoiced on 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 basis. Upon renewal of the Agreement, Tangent Works may increase the applicable Fees. In fees for such case, Tangent Works will notify Customer thereof in advance month and the increased fees will apply at the start of the next Renewal Termadvance monthly fees. 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 pay all invoiced fees no later than thirty (30) calendar days after the 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 Customer disputes bone Fide dispute with any of the amounts on an invoice (or any portion thereof"Disputed Amounts"), Customer must notify Tangent Works pay all amounts not in writing of 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 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 date of the invoice or customers' fight to billing adjustment shall be paid as set forth in waived. In the Agreementevent of a billing dispute the parties shall promptly resolve the dispute by mutual agreement or by arbitration. If Customer fails to pay any outstanding amounts, Tangent Works Unless otherwise specified by Covad air payments shall be entitled made to suspend its obligations Covad Communications Company and Customer’s rights hereunder until receipt of payment of such outstanding amountsmailed to Accounts TERMS AND CONDITIONS Receivable Dept., Covad Communications Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Payments made by Customer to Tangent Works under the Agreement shall be final responsible for all applicable Federal, state, and non- refundable. All Fees payable to Tangent Works under the Agreement shall be paid without the right to set off or counterclaim local mandated surcharges, fees, user's fees, universal service contributions 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 taxes 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 all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term is set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before the end of the Initial Term or the then- running Renewal TermAgreement.

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, 3.1 Customer shall have pay to AutogenAI 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 Fees 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 all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term is in accordance with this clause 3. 3.2 AutogenAI will invoice Customer for the applicable Fees in accordance with the payment schedule and payment instructions set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, . 3.3 All amounts and Fees stated or referred to in the Agreement are non-refundable (other than for a material breach of the Agreement by AutogenAI but subject to the limitations in clause 7) and, subject to clause 3.7, are exclusive of all Taxes. Customer shall be automatically solely responsible for, and tacitly renewed for consecutive periods paying to the relevant authorities all applicable Taxes (iother than GST) having relating to the duration set out Agreement, and the use of or access to the Services and Support Services supplied by AutogenAI in accordance with the Agreement. 3.4 Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided in each invoice, in the currency specified in the Order Form oror invoice, by the date specified on each invoice . 3.5 If AutogenAI has not received payment for any invoices which are not the subject of a bonafide dispute by the due dates and without prejudice to any other rights and remedies of AutogenAI, AutogenAI may: 3.5.1 without liability to Customer, disable Customer’s password, account and access to all or part of the Services and AutogenAI Technology and/or suspend the provision of Support Services and AutogenAI shall be under no obligation to provide any or all of the Services and/or Support Services while the invoice(s) concerned remain unpaid; 3.5.2 charge interest which shall accrue on such overdue amounts at the lower of (i) a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 3% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date or (ii) the maximum interest rate allowed under applicable law; and 3.5.3 if invoices remain unpaid more than 30 days after the relevant payment due date, AutogenAI have the right to engage debt collection services for the collection of unpaid and undisputed debts, and the right to commence legal proceedings for any outstanding amounts owed to us at Customer’s expense. 3.5.4 AutogenAI reserve the right to report bad debts to independent credit data agencies. 3.6 On each annual anniversary of the Effective Date, AutogenAI shall review the Licence Fees, taking into account factors such duration is as but not specified limited to, costs and market conditions. AutogenAI shall notify Customer of any changes to the Licence Fees not less than sixty (60) days’ prior to the Fee increase. Notwithstanding any other term in the Order FormAgreement, having if AutogenAI proposes a change to the same duration as Licence Fees, Customer may terminate the Initial Term (each a "Renewal Term"), unless a Party provides a Agreement by written notice to terminate at least one (1) month before AutogenAI prior to the end of date that the Initial Term change will become effective, and such termination will take effect on the date that the proposed changes to the Licence Fees would otherwise have come into effect. 3.7 If and when applicable, GST or other foreign equivalent payable on AutogenAI’s Services will be set out on AutogenAI’s invoices. By accepting these Terms Customer agrees to pay AutogenAI an amount equivalent to the then- running Renewal TermGST or other foreign equivalent imposed on these charges.

Fees and Payment Terms. In 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 Customer has ordered is based on the Software through Rates, unless otherwise set out in the Statement of Work. Delaware may increase the Rates, on an Online Market Placeannual 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 Order Form may contain specific payment provisionsClient 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 prevail if and be provided to the extent that they are inconsistent with Client on request. Save where otherwise agreed by the below payment terms. The fixed recurring Fees Parties under the relevant Statement of Work, Delaware shall be invoiced invoice the Client in arrears 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 following the end of each month in relation to the then- current Term 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 Delaware's invoices by giving written notice to Tangent Works. All invoices are payable BACS within thirty (30) calendar days after of receipt by the Client, provided that the invoice datehas not been disputed, in writing, by the Client acting reasonably and in good faith. If a Customer the Client disputes an invoice (an “Invoice Dispute”) the Client shall notify Delaware, giving reasonable details of the disputed items and reasons for non-payment within ten (10) Business 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, the undisputed amount shall be payable on the due date for payment. The Parties shall use all reasonable endeavours to 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 any portion thereofif 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), Customer must notify Tangent Works Delaware may escalate the dispute in writing 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 nature of such dispute within Services upon no less than five (5) Business Days after the invoice dateprior notice. Subject to clauses 7.3 and 7.4 above, 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 if payment is not made 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 Delaware within thirty (30) days after of an invoice receipt by the invoice date shall automatically 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 without notice be subject 4% a year for any period when the base rate is below 0% (with interest accruing daily), until such payment is made by the Client. Delaware’s right to a late payment interest equal to 1,5% per month or the maximum permitted by applicable law, which charge interest shall be compounded daily as without prejudice to any other action that Delaware may take against the Client (including Delaware’s right (upon notice to the Client) to suspend the delivery of the due date until receipt Services under any Statement of full payment by Tangent Works. In addition, Customer shall pay all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term is set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written Work and/or give notice to terminate at least one under clause 12 (1) month before Termination)). All invoices shall be in United Kingdom sterling and are exclusive of any taxes. Delaware's invoices shall reflect and the end Client 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 the Initial Term Work excluding taxes on Delaware's income. All sums payable to Delaware under this Agreement and/or any Statement of Work shall be paid in full without any set-off, counterclaim, deduction or the then- running Renewal Termwithholding.

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, 3.1 Customer shall have pay to AutogenAI 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 Fees 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 all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term is in accordance with this clause 3. 3.2 AutogenAI will invoice Customer for the applicable Fees in accordance with the payment schedule and payment instructions set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, . 3.3 All amounts and Fees stated or referred to in the Agreement are non-refundable (other than for a material breach of the Agreement by AutogenAI but subject to the limitations in clause 7) and, subject to clause 3.7, are exclusive of all Taxes. Customer shall be automatically solely responsible for, and tacitly renewed for consecutive periods paying to the relevant authorities all applicable Taxes (iother than GST) having relating to the duration set out Agreement, and the use of or access to the Services and Support Services supplied by AutogenAI in accordance with the Agreement. 3.4 Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided in each invoice, in the currency specified in the Order Form oror invoice, by the date specified on each invoice . 3.5 If AutogenAI has not received payment for any invoices which are not the subject of a bonafide dispute by the due dates and without prejudice to any other rights and remedies of AutogenAI, AutogenAI may: 3.5.1 without liability to Customer, disable Customer’s password, account and access to all or part of the Services and AutogenAI Technology and/or suspend the provision of Support Services and AutogenAI shall be under no obligation to provide any or all of the Services and/or Support Services while the invoice(s) concerned remain unpaid; and 3.5.2 charge interest which shall accrue on such overdue amounts at the lower of (i) a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 3% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date or (ii) if the maximum interest rate allowed under applicable law. 3.6 On each annual anniversary of the Effective Date, AutogenAI shall review the Licence Fees, taking into account factors such duration is as but not specified limited to, costs and market conditions. AutogenAI shall notify Customer of any changes to the Licence Fees not less than sixty (60) days’ prior to the Fee increase. Notwithstanding any other term in the Order FormAgreement, having if AutogenAI proposes a change to the same duration as Licence Fees, Customer may terminate the Initial Term (each a "Renewal Term"), unless a Party provides a Agreement by written notice to terminate at least one (1) month before AutogenAI prior to the end of date that the Initial Term change will become effective, and such termination will take effect on the date that the proposed changes to the Licence Fees would otherwise have come into effect. 3.7 If and when applicable, GST or other foreign equivalent payable on AutogenAI’s Services will be set out on AutogenAI’s invoices. By accepting these Terms Customer agrees to pay AutogenAI an amount equivalent to the then- running Renewal TermGST or other foreign equivalent imposed on these charges.

Fees and Payment Terms. In case 5.1 The Customer has ordered shall pay the Software through an Online Market PlaceFees in accordance with the timeline specified in the relevant Statement of Work or if not so specified, the Order Form may contain specific payment provisions, which shall prevail if and prior to the extent delivery of the Services. For the avoidance of doubt, and provided such revision does not affect the Fees of the Services agreed in writing under relevant Statement of Work that they are inconsistent with has been executed, Sage reserves the below payment terms. 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 fixed recurring Fees shall be invoiced on a monthly or yearly basis (as indicated in the Order Form) as from the Effective Daterelevant Statement of Work shall be exclusive of all taxes and duties (GST, either by Tangent Work VAT or by the other applicable Online Market Place, as indicated sales or withholding tax). Any taxes payable shall be set out in the Order Form. Any Fees for usage in excess of relevant tax invoice issued to 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 Customer agrees to pay all applicable taxes at the start of the next Renewal Term. If Customer does not agree to then prevailing rate. 5.3 All amounts due under 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 in full without any deduction, set-off, or withholding (other than as set forth required by law) and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in the Agreementorder to justify withholding payment of any such amount in whole or in part. If the Customer is required by law to make any withholding or deduction from the Fees, the Customer shall pay 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 outstanding amountsother fees due and payable to Sage under any other agreements entered into between Sage and the Customer (for example, Tangent Works 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 suspend its obligations and Customer’s rights hereunder until receipt charge interest at the rate 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 1,52% per month or annum above the maximum permitted by applicable lawprevailing Lloyds Bank’s base rate, which interest shall be compounded daily as of accrued from the due date until receipt the actual date of full payment by Tangent Workspayment. In addition, Customer shall pay all costs incurred by Tangent Works as a result For the avoidance of the (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 Order Form or (ii) if no term is set out in the Order Formdoubt, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration so long as the Initial Term (each a "Renewal Term")Fees are not paid in full, unless a Party provides a written notice to terminate at least one (1) month interest shall continue accruing before the end of the Initial Term or the then- running Renewal Termas well as after judgment.

Fees and Payment Terms. (i) In case Customer has ordered consideration for the Software through an Online Market PlaceServices provided by the Service Provider under this Agreement, The Client shall pay Service Provider the Order Form may contain specific payment provisionsservice fee as detailed in Annexure II hereto (“Service Fees”), which shall prevail 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 Client by the 7th day of the currentmonth for the confirmed and duly acknowledged Delivery Services rendered during the previous month and the Client shall pay the same within 14 days of receipt of invoice. (iii) The Client shall pay the invoice value, in favour of the Service Provider, within 14 days from the date of receipt of invoice, every month. (iv) The Client shall not withhold the payment of Service Fee for any reason whatsoever including dispute with regard to the extent that they are inconsistent with the below payment termsDelivery Services. The fixed recurring Fees Parties agree that, in the event of any delay in the payment of Service Fees, Service Provider shall levy interest at the 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 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 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 charged additionally to The Client and The Client shall be invoiced on a monthly basis. Upon renewal of required to pay such amounts. b. It is hereby clarified that 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 Service Provider has the right to terminate raise an invoice from a single state or from multiple states where it is registered under the Agreement at Goods and Services Tax Act. Further, unless otherwise agreed in writing, the end invoices to the Client shall be issued to the registered address of the then- current Term by giving written notice Client as specified in this Agreement. The Client shall be required to Tangent Works. All invoices are payable within thirty (30) calendar days after the invoice date. If a Customer disputes an invoice (or communicate any portion thereof), Customer must notify Tangent Works discrepancies in writing respect of the nature 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 dispute within five (5) Business Days after the invoice date, failing which the invoice discrepancy. The Client shall be deemed accepted by Customer. The undisputed portion required to make the payments within 14 days from the date of issuance of the invoice shall be paid as set forth in the Agreementinvoice. If Customer fails to pay any outstanding amounts, Tangent Works Service Provider shall be entitled to suspend its obligations and Customer’s rights hereunder until receipt of payment of such outstanding charge the Client interest on overdue 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 from the due date until receipt up to the date of full payment by Tangent Works. In additionactual payment, Customer shall pay all costs incurred by Tangent Works at the rate of 18% per annum or part thereof as a result of the (extra)judicial enforcement of Customer’s payment obligation under this clause. The Agreement described in Clause 6(iv) c. It is entered into for (i) the fixed term set out further clarified that in the Order Form event that any party incurs any loss of credit, or any penaltiesor otherregulatoryliabilities, duetoany actoromission of theother party (ii) if no term is set out including but not limited to providing incomplete details in the Order Forminvoice, delay in payment of Service Fee beyond the stipulated time period, all such losses and interest thereonwouldbepaidby thedefaultingpartyandnon-defaultingpartyshallnotbe liable for one (1) year (the "Initial Term"). After the Initial Term, the Agreement same. d. Each party shall be automatically required to indemnify and tacitly renewed for consecutive periods 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 (iincluding, attorneys’ fees and expenses) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before the end on account of the Initial Term or the then- running Renewal Termviolation of applicable indirect tax laws.

Fees and Payment Terms. In case 14.1. For the Initial Term commencing on the Term Start Date, Customer has ordered shall pay the Software through an Online Market Placeone-off and/or re- curring fees and charges as detailed in the Subscription Order. Fees and charges for any newly introduced service, feature or module will be effective when Xovis offers such new service, feature or module to Customer. All fees and charges are based on Xovis’ Official Price List – certain fees in the Subscription Order Form may contain specific payment provisions, which shall prevail if be deter- mined based on certain metrics (such as locations covered and to the extent number of Sensors included in the then-current version of the Sensor Inventory) and discounts that they are inconsistent with the below payment termsmay apply. The fixed recurring Fees shall be invoiced on a monthly or yearly basis (as and charges indicated in the Official Price List and Customer’s Subscription Order Form) are, unless specified otherwise, excluding applicable VAT. 14.2. Xovis may revise the Official Price List as speci- fied in section 3.3. The Sensor Inventory, which serves as the basis for the calculation of certain fees, will be updated if Customer wishes to add or remove certain Sensors from the Effective Date, either by Tangent Work or being covered by the applicable Online Market Place, as indicated in the Order FormAERO Services (see sections 4.3 and 4.4). 14.3. 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 Setup 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 implementation costs as set forth in the AgreementSubscription Order are payable in advance upon execution of Customer’s AERO Subscription and/or when ordered during the Term. If The recurring fees for Custo- mer’s subscription to the AERO Service are invoiced in advance for the entire Initial Term or any Renewal Term if no other mechanism (such as payment in arrears) or other no periodicity is specified in the Subscription Order. 14.4. Customer fails notes that if as per the relevant Sub- scription Order the use of the AERO Service is granted to pay Customer free of charge for a certain period of time and for trial purposes, the AERO Service shall for any outstanding amountssuch period be provided to Customer on an ‘as is’ and ‘as available’ basis with no warranties whatsoever (i.e. none of the Service Levels, Tangent Works availability provisions, service or other warranty provisions as per Customer’s AERO Subscription shall apply for a period during which the AERO Service is provided free of charge) and Xovis liability with regard to such period shall be entitled excluded or limited 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 fullest extent permissible 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 all costs incurred by Tangent Works as a result of the (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 Order Form or (ii) if no term is set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before the end of the Initial Term or the then- running Renewal Term.

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 terms4.1 Invoices. The fixed Monthly recurring Fees charges for managed services 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 last day 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 each month 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 due within thirty (30) days after the invoice date date. For all non-prepaid Quotes, fees shall automatically be invoiced monthly and without notice shall be subject due and payable within thirty (30) days after the invoice date. Professional services invoices shall be invoiced on or about the first week of the month and shall be due and payable within thirty (30) days after the invoice date. Customer agrees to pay a late payment interest equal to 1,5% charge at the rate of five percent (5%) per month month, or at the maximum late payment charge permitted by applicable law, which interest shall be compounded daily as of whichever is less, on any unpaid amount for each calendar month (or portion thereof) that any payment is thirty (30) days past due. Novus Insight may apply any payment received to any delinquent amount outstanding. Without limiting the foregoing, if Customer’s account remains unpaid for thirty (30) days or more past the due date date, Novus Insight reserves the right to suspend all Services without further notice until receipt all such overdue amounts (and any applicable interest charges, as specified above) are paid. Upon payment of full payment by Tangent Worksall outstanding fees due, Novus Insight shall, to the extent possible, restore the Services after validating that all components to be monitored and/or managed under any applicable Scope of Work and associated proposals and agreements comply with Novus Insight’s level of security, updates, and best practices. Novus Insight’s right to suspend Services under this Section is in addition to Novus Insight’s rights under equity or law. In the event Services are suspended, Customer acknowledges that Customer’s IT systems will not function, any software licensing acquired from Novus Insight will be terminated, and Customer may irretrievably lose data. In such an event, Customer hereby waives, releases, and forever discharges and agreed to hold Novus Insight harmless from any and all claims for damages for any and all damages which Customer and/or Customer’s officers, directors, employees, customers, agents and/or contractors may have, or which may hereafter accrue, against Novus Insight as a result of or in any way directly or indirectly related to the suspension of Services. In addition, Customer shall pay ▇▇▇▇▇▇▇▇ agrees to reimburse Novus Insight for all costs expenses incurred by Tangent Works as a result in connection with the collection of amounts payable hereunder, including contingent fees, court costs, and reasonable attorneys' fees. All deliverables will be the (extra)judicial enforcement property of Customer’s Novus Insight until payment obligation under this clause. The Agreement in full is entered into for (i) the fixed term set out in the Order Form or (ii) if no term is set out in the Order Form, for one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically and tacitly renewed for consecutive periods (i) having the duration set out in the Order Form or, (ii) if such duration is not specified in the Order Form, having the same duration as the Initial Term (each a "Renewal Term"), unless a Party provides a written notice to terminate at least one (1) month before the end of the Initial Term or the then- running Renewal Termreceived.