Common use of Fees and Payments Clause in Contracts

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due Any quote given by the Licensor for new or additional Software license or subscription purchases may be more than the License shall not constitute an offer. Quotes remain open for acceptance for a previous purchaseperiod of thirty (30) days from the date of the quote after which they shall lapse automatically, unless stated otherwise in the relevant quote. Where the Licensee requests to purchase the License in a foreign currency then the quote will remain open for a maximum period of fifteen (15) days, unless stated otherwise in the relevant quote. 9.2 You must The Licensee shall be responsible to Licensor for ensuring the accuracy of the terms of any quote or Order Form submitted or accepted by the Licensee and for giving the Licensor any necessary information within a reasonable time to enable the Licensor to supply the License in accordance with the terms of this License. 9.3 Subject to giving written notice to the Licensee, the Licensor reserves the right to make any changes to the Documentation and/or the Software which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially affect the quality or performance of the Software. 9.4 Licensee shall pay to Licensor, its affiliates, or its Reseller as applicable, the relevant fees License Fee and any other charges arising under this Agreement and expenses without right of deduction or set-off as stated on Sageset out in the quote and/or the Order Form; where no charge has been quoted (or a quoted price is no longer valid) the charges listed in the Licensor’s invoice or order form and within 30 days published price list current at the date of acceptance of the date order shall be payable. The License Fee shall be payable in the currency shown on the invoice or order formand shall be payable on the date set out in the Order Form unless such date is silent, in which case, 30 days from the invoice date prior to the Software being provided to you, unless otherwise negotiated with Licensor, its affiliates, or its Reseller as otherwise agreed with Sageapplicable. All invoices or order forms to you and In the event the Licensee pays by direct debit, the details of such direct debit payments from you to Sage will shall be set out in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges youOrder Form. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails 9.5 The Licensor reserves the right by giving written notice to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted Licensee to amend the pricing of the Software to reflect any increase in price that is due to: (a) any delay caused by the law failure of the Sage Group plc entity with which you contracted for Licensee to give the Licensor adequate information or instructions; (b) any factor beyond the control of the Licensor (including foreign exchange fluctuations, increases in taxes, levies, duties, withholding taxes, and increases in labour, materials and other manufacturing costs); or (c) any request by the Licensee to change the delivery/ performance date(s), quantities or types of Software ordered or as otherwise agreed with your local Sage entitythe Order Form. 9.4 You are obligated to pay all fees irrespective of whether 9.6 Should you receive an invoice. If you purchased your Perpetual purchase this License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received this License is contingent upon payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided Fee by the Reseller to you the Licensor. In the event that the Reseller fails to make payment of such License Fee to Licensor then Licensor may, in its discretion, suspend or terminate the use of the Software. You agree to hold Licensor harmless for any such suspension or termination of the License. Any and all of your remedies for the suspension or termination of the Software for failure to make payment of the applicable License Fee by Reseller will prevail over be solely against Reseller. 9.7 All payments by the Licensee hereunder shall be in United Kingdom pound sterling unless otherwise agreed or set out in the Order Form and shall be paid to the Licensor's bank account as advised by the Licensor to the Licensee in writing. 9.8 All amounts stated are gross amounts but exclusive of VAT or other sales tax which shall be paid by the Licensee, if applicable, at the then prevailing rate subject to receipt of a valid VAT invoice or other sales tax invoice. 9.9 Should the Licensee be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the License, the Licence Fees payable shall be increased by the amount of such tax to ensure that the Licensor receives a sum equal to the amount to be paid under the applicable Order Form. 9.10 Without prejudice to any other remedy that the Licensor may have, if payment terms of the License Fees or any part thereof is overdue then unless the Licensee has notified the Licensor in writing that such payment is in dispute within 10 days of the receipt of the corresponding invoice the Licensor may, without prejudice to any other rights or remedies, charge the Licensee interest on the overdue amount at the rate of 4% per annum above National Westminster Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount. 9.11 The Licensor reserves the right, on giving the Licensee 30 days’ notice, to increase the License Fees on an annual basis with effect from each Renewal Term. If the Licensee does not agree with this Section 9increase, then they may terminate this License upon 30 days written notice and before such price increase takes effect. If the Licensor does not receive written notice within thirty (30) days, the Licensee is deemed to have agreed to the amendment to the License Fees.

Fees and Payments. 9.1 Sage 11.1 In addition to Margin payments (as required and detailed above at Clauses 9 and 10 above) you agree to pay to us such sums of money as may increase its license from time to time be due to us as a result of a Transaction or Position (including any charges and/or commissions detailed from time to time in the Contract Specifications) and such sums as may be required in or towards clearance of any debit balance on any account. 11.2 You will pay all applicable Value Added Tax (VAT) and other taxes and all other fees at reasonably incurred by us in connection with any Transaction. Any changes to tax laws which result in future imposition of stamp duty, capital gains tax or other tax, which may from time without notice so fees due to time be levied on Transactions shall be for new or additional Software license or subscription purchases your account. You may be more than liable for other charges and taxes that are not imposed by us. You are solely responsible for the timely payment of such charges and taxes. You should seek independent advice if you are in any doubt as to what further charges or taxes may apply to you as a previous purchaseresult of you entering this Agreement. 9.2 You must pay 11.3 In the relevant fees and event that charges are imposed by the credit or debit Card Company (or any other provider) usneodttboederpesopsoitnfsuinbdlesfoonr atonyyonuorna-pcacoymunetn, tthoefstehemsaeychbaercgheasragned wbyillunsottobyeoulia. bBlleacfkorStaoncyke will proceedings or further charges arising under this Agreement as stated on Sage’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments resulting from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be)such charges. 9.5 If at any time during your Perpetual License 11.4 You agree that we may share commission and charges with our Associated Companies, Trading Partners or Subscription License (as the case may be) you want to increase the number of your users which can access the Program other third parties or receive or pay remuneration from or to access additional components the same in respect of Transactions entered into by us with you. Details of any such remuneration or modules sharing arrangements (for example where you have been introduced to us through a third party) will not be set out in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable relevant contract note. Please note that such commissions and charges will only be pro-rated from the date paid where we are satisfied that such additional users are added payments do not impair our obligation to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease act in the number best interests of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription Licenseour client. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage ZAP may increase its license and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on SageZAP’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with SageZAP. All invoices or order forms to you and payments from you to Sage ZAP will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage ZAP charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc ZAP entity with which you contracted for the Software or as otherwise agreed with your local Sage ZAP entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage ZAP on your behalf (if the Sage Group plc ZAP entity with which you contracted for the Software permits this). If Sage ZAP has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage ZAP has received notification from your Reseller of your non-payment of the same, then without prejudice to SageZAP’s other rights and obligations Sage ZAP may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay SageZAP’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users users, Solutions, services or features are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users users; or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc ZAP entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage ZAP may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc ZAP entity with which you contracted for the Software. Sage ZAP will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc ZAP entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage ZAP to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage ZAP with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage ZAP may automatically bill the same credit card or debit the same bank account you provided to Sage ZAP on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc ZAP entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license Our Services are priced on a Per User basis and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may ALL the users of your Instance(s) MUST be more than a previous purchase. 9.2 licensed. You must agree to pay the subscription fee for all users on your Instance(s). We might, at our sole discretion, make Services available to You for Your Non-Production Instance(s) at no additional cost. This must be requested via Our Support channels once You have subscribed to the Services. You agree to pay all fees set forth in the Order Forms, for the length of the Term. You will provide Us with valid and updated credit card information (if You are paying by credit card), or with a valid purchase order or alternative document reasonably acceptable to Us. Except as otherwise specified herein or in an Order Form, (a) Fees are based on Services and subscriptions purchased and not actual usage, (b) Payment obligations are non-cancelable, and fees paid are non-refundable, and (c) Quantities purchased cannot be decreased during the relevant fees and any other charges arising under this Agreement as stated Term. Invoices will be made available to You on Sage’s invoice or order form and about the first day of each month for that month's PowerPacks (unless otherwise specified in the Order Forms). Invoices are to be paid within 30 days of the date on the invoice or order formdate. If You are paying by credit card, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 PowerPacks is on a pre-paid basis and You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from charged on a Resellerperiodic basis, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights PowerPacks and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most maintaining accurate and current contact and billing credit card information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card charges for the Services are denied for any reason, use of the PowerPacks may be terminated. A one and one-half percent (1.5%) monthly service charge (or debit the same bank account you provided highest amount permissible by law, if less) is payable on all overdue balances that are outstanding more than thirty (30) days after the date of the invoice. The service charge is in addition to Sage the overdue balance. You shall pay or reimburse Us (at Our election) for any costs of collecting any amount past due hereunder, including reasonable attorneys' fees and collection agency fees. We reserve the right to increase or modify fees for each Renewal Term for the Services. All fees are exclusive of, and You are responsible for, applicable federal, state, or local sales, use, excise or other applicable taxes, other than taxes on Our net income. You shall pay or reimburse Us for any such taxes and We may add any such taxes to invoices We submit to You. You agree that Your subscription for Services is not contingent on the same periodic basis as previously agreed with youdelivery of any future functionality or features, unless subsequently agreed otherwiseor dependent on any oral or written public comments made by Us or Our agents regarding future functionality or features. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license 5.1. By signing this Agreement, you agree to pay, and authorize Cboe Digital to withdraw from your Account (i) any fees or charges associated with any transactions executed on the Cboe Digital System for your Account at such rate as is posted on Cboe Digital System, Cboe Digital website, incorporated into the Cboe Digital Rules or otherwise made available and in effect at the time the transaction is executed; (ii) any fees, costs or expenses incurred by Cboe Digital in connection with your Account, including, but not limited to, non-sufficient funds charges or charges imposed by Cboe Digital’s settlement bank; and (iii) any other costs, fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchasecharges agreed upon between Cboe Digital and you. 9.2 You must pay 5.2. To the relevant extent that the credit balance in your Account is insufficient to satisfy any of the foregoing fees, charges and expenses, you agree to make timely payment of all such fees and any other charges arising under charges. Under this Agreement Agreement, you agree that Cboe Digital has the right to charge interest and applicable late fees as stated set forth on Sage’s invoice or order form and the Cboe Digital website for the failure to make timely payment. Fees are payable within 30 days of the date on invoice date. Failure to make payments within 30 days from the invoice date may result in suspension or order form, or as otherwise agreed with Sagetermination of your authority hereunder to be a user of the Cboe Digital Services. All invoices or order forms You agree to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included pay Cboe Digital a late charge in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails of 1% per month on all past due amounts that are not the subject of a legitimate and bona fide dispute. Subject to honor a check or electronic chargeapplicable law, direct debit or transfer. Late payments will accrue interest at Cboe Digital reserves the highest rate permitted by the law of the Sage Group plc entity with which right to change its fee schedule upon 30 days prior notice to you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated (delivered via email and posted to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to SageCboe Digital’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may bewebsite). 9.5 If at any time during 5.3. You will be solely responsible for all telecommunications costs and all other expenses incurred in linking to, and maintaining your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Programlink to, you must pay Sage’s applicable feesCboe Digital. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added 5.4. You agree that any amounts owed by Cboe Digital to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) have been paid when deposited by any form of payment, including digital asset or wire transfer, into one or more accounts identified by you as being associated with your Account. 5.5. In the event that you cease to be a Member for any reason, you acknowledge and agree that any amounts owed to Cboe Digital that remain unpaid in excess of 30 days may be submitted by Cboe Digital to a third-party collection agency. Cboe Digital reserves the increase in the right to pursue any and all allowable legal action against you to recover losses incurred, including attorney’s fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree thatother legal expenses, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided remedies permitted by the Reseller to you will prevail over the payment terms in this Section 9law.

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form Order and within 30 days of the date on the invoice or order forminvoice, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order formOrder. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.110.1.1.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due 3.1. The License fee for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must the Licensed Program is specified in Exhibit A (hereinafter referred to as “License Fee”). Licensee agrees to pay one half (50%) of the relevant fees and any other charges arising under License Fee upon execution of this Agreement as stated on Sage’s invoice or order form and within 30 days the remaining one half after Licensee accepts the Licensed Program in accordance with the Acceptance procedures provided in Section 3.2. The final one half of the License Fee shall be due in full thirty (30) days from the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License Acceptance (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may bedefined in Section 3.2). 9.5 If at any time during your Perpetual License or Subscription License 3.2. Licensee shall have thirty (as the case may be30) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated days from the date such additional users are added of installation of the Licensed Program to your license and/or use the date access Licensed Program, subject to the additional terms of this Agreement, on an evaluative basis (“Evaluation Period”). During the Evaluation Period Licensee can reject and return the Licensed Program components or modules is made available for any reason. If Licensee does not reject and return the Licensed Program prior to you until the commencement end of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number Evaluation Period, Licensee shall be deemed to have accepted the Licensed Program (“Acceptance”) and the end of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription LicenseEvaluation Period shall serve as the Acceptance Date. 9.5.2 If you have 3.3. Licensee agrees to pay a Perpetual License: 9.5.2.1 maintenance fee a listed in Exhibit A to cover Licensor’s support of the additional fees will be payable Licensed Program mentioned in Section 4 of this Agreement for a term of one year starting from the date of Acceptance. 3.4. Licensee is solely responsible for payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from its acceptance of this License and Licensee’s possession and use of the Licensed Program, exclusive of taxes based on Licensor's income. Licensor reserves the right to have Licensee pay any such additional users are added taxes as they fall due to your license and/or the date access Licensor for remittance to the additional Program components appropriate authority. Licensee agrees to hold harmless Licensor from all claims and liability arising from Licensee’s failure to report or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Supportpay such taxes. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with 3.5. Licensor reserves the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject right to Section 9.5 above, Sage may not increase the license fees change its maintenance fee no more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours annually on 90 days advance notice (to give you (or your Reseller if you purchased the Subscription License from apply on a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increaseprospective basis only). If you continue to Use the Software after the fee change takes effect, you will be deemed to Any such increase shall not (a) agree to exceed the increase in lesser of five percent (5%) or the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted Consumer Price Index for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.current year; and

Fees and Payments. 9.1 Sage may increase its license Subscription License and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form Order and within 30 days of the date on the invoice or order forminvoice, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order formOrder. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License Period (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license Subscription License and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 9.5.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above9.5, Sage may not increase the license Subscription License fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours endeavors to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 9.7 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license Subscription License is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 9.8 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license Subscription License through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license and other fees at any time without notice so fees due Any quote given by the Licensor or Reseller for new or additional Software license or subscription purchases may be more than the License shall not constitute an offer. Quotes remain open for acceptance for a previous purchaseperiod of ten (10) Business Days from the date of the quote after which they shall lapse automatically. Where the Licensee request to purchase the License in a foreign currency then the quote will remain open for a maximum period of two (2) Business Days. 9.2 You must The Licensee shall be responsible to Licensor for ensuring the accuracy of the terms of any quote or Order Form submitted or accepted by the Licensee and for giving the Licensor any necessary information within a reasonable time to enable the Licensor to supply the License in accordance with the terms of this License. 9.3 Subject to giving written notice to the Licensee, the Licensor reserves the right to make any changes to the Documentation and/or the Software which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially affect the quality or performance of the Software. 9.4 Licensee shall pay to Licensor, its affiliates, or its Reseller as applicable, the relevant fees License Fee and any other charges arising under this Agreement and expenses without right of deduction or set-off as stated on Sageset out in the quote and/or the Order Form; where no charge has been quoted (or a quoted price is no longer valid) the charges listed in the Licensor’s invoice or order form and within 30 days published price list current at the date of acceptance of the date order shall be payable. The License Fee shall be payable in the currency shown on the invoice or order formand shall be payable on the date set out in the Order Form unless such date is silent, in which case, 30 days from the invoice date prior to the Software being provided to you, unless otherwise negotiated with Licensor, its affiliates, or its Reseller as otherwise agreed with Sageapplicable. All invoices or order forms to you and In the event the Licensee pays by direct debit, the details of such direct debit payments from you to Sage will shall be set out in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges youOrder Form. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails 9.5 The Licensor reserves the right by giving written notice to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted Licensee to amend the pricing of the Software to reflect any increase in price that is due to: (a) any delay caused by the law failure of the Sage Group plc entity with which you contracted for Licensee to give the Licensor adequate information or instructions; (b) any factor beyond the control of the Licensor (including foreign exchange fluctuations, increases in taxes, levies, duties, withholding taxes, and increases in labour, materials and other manufacturing costs); or (c) any request by the Licensee to change the delivery/ performance date(s), quantities or types of Software ordered or as otherwise agreed with your local Sage entitythe Order Form. 9.4 You are obligated to pay all fees irrespective of whether 9.6 Should you receive an invoice. If you purchased your Perpetual purchase this License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received this License is contingent upon payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided Fee by the Reseller to you the Licensor. In the event that the Reseller fails to make payment of such License Fee to Licensor then Licensor may, in its discretion, suspend or terminate the use of the Software. You agree to hold Licensor harmless for any such suspension or termination of the License. Any and all of your remedies for the suspension or termination of the Software for failure to make payment of the applicable License Fee by Reseller will prevail over be solely against Reseller. 9.7 All payments by the Licensee hereunder shall be in United Kingdom pound sterling unless otherwise agreed or set out in the Order Form and shall be paid to the Licensor's bank account as advised by the Licensor to the Licensee in writing. 9.8 All amounts stated are gross amounts but exclusive of VAT or other sales tax which shall be paid by the Licensee, if applicable, at the then prevailing rate subject to receipt of a valid VAT invoice or other sales tax invoice. 9.9 Should the Licensee be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the License, the Licence Fees payable shall be increased by the amount of such tax to ensure that the Licensor receives a sum equal to the amount to be paid under the applicable Order Form. 9.10 Without prejudice to any other remedy that the Licensor may have, if payment terms of the License Fees or any part thereof is overdue then unless the Licensee has notified the Licensor in writing that such payment is in dispute within 10 days of the receipt of the corresponding invoice the Supplier may, without prejudice to any other rights or remedies, charge the Licensee interest on the overdue amount at the rate of 4% per annum above National Westminster Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount. 9.11 The Licensor reserves the right, on giving the Licensee 30 days’ notice, to increase the License Fees on an annual basis with effect from each Renewal Term. If the Licensee does not agree with this Section 9increase, then they may terminate this License upon 30 days written notice and before such price increase takes effect. If the Licensor does not receive written notice within thirty (30) days, the Licensee is deemed to have agreed to the amendment to the License Fees.

Fees and Payments. 9.1 Sage may increase its license During the term of this agreement, on each item of equipment, service, and other circuits covered hereby, Client shall pay the charges specified in the associated Service Attachment. All charges and fees at to be paid by Client under this MSA are exclusive of any time without notice so fees due for new applicable sales, use, excise or additional Software license or subscription purchases services taxes that may be more than a previous purchase. 9.2 You must assessed on the provision of the Services. Client is responsible for the payment of any and all such taxes. Client shall pay the relevant fees and full amount reflected on any other charges arising under this Agreement invoice as stated on Sage’s invoice or order form and owed to AGILITY within 30 thirty (30) days of the date of that invoice (the “Payment Deadline”). Client shall pay a late charge of one and one half percent (1.5%) per month or the maximum lawful rate,, whichever is less, for all invoiced amounts not paid by the Payment Deadline.If Client disputes in good faith all or any portion of the amount due on the invoice or order formany invoice, or as if Client otherwise agreed with Sagerequires any adjustment to an invoiced amount, Client must notify AGILITY of the nature and basis ofthe dispute and/or adjustment in writing prior to the Payment Deadline. All invoices or order forms The parties shall use their reasonable best efforts to you and payments from you resolve the dispute prior to Sage will be in the currency specified on your invoice or order formPayment Deadline. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in However, if theparties are unable to resolve the dispute prior to the Payment Deadline, Client nevertheless shall pay the entire invoiced amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted AGILITY by the law of Payment Deadline. If it is ultimately determined that the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated disputed amount should not have been paid by Client to AGILITY,AGILITY shall apply a credit equal to that amount on Client’s next invoice. If Client fails to pay all fees irrespective amounts owed to AGILITY under this MSA whendue, then upon at least ten (10) days prior, written notice to Client, and in addition to any other remedies available at law or in equity,AGILITY may suspend Services under this MSA until full payment is made. Following any suspension of whether you receive an invoiceservice under this provision, and after Client makes full payment to AGILITY, AGILITY shall restore the services after validating that all components to be monitored and/or managed under any applicable Service Attachment comply with AGILITY’s level of security, updates and best practices. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible AGILITY’s right to suspend Services under this section is in addition to AGILITY’s right to terminate any Service Attachment for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be)payment. 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license Perpetual License and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement as stated on Sage’s invoice or order form Order and within 30 days of the date on the invoice or order forminvoice, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order formOrder. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License Period (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 9.5.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless . Unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.110.2) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 9.6 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license Perpetual License through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.

Fees and Payments. 9.1 Sage may increase its license 5.1 The Licensee shall pay to the Licensor, as a consideration for the Support Services hereunder, the fees in accordance with the then current Price List of the Licensor applicable to the Support Services, unless otherwise agreed mutually between the parties. The Licensee is entitled to use the Support Services in accordance herewith only following the payment of the respective fees hereunder and other fees also under the Licence Agreement, unless otherwise agreed with the Licensor. The then current Price List is located on the Licensor’s website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ or will be otherwise disclosed to the Licensee. 5.2 Unless otherwise agreed between the parties, the Price List shall constitute an integral part of any and all of this Agreement. The Licensor reserves the right to change, modify and amend the Price List at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. 9.2 You must pay the relevant fees and any other charges arising under this Agreement at its sole discretion, which amendments shall become effective as stated on Sage’s invoice or order form and within 30 days of the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be set forth in the currency Price List in respect of each such amendment. 5.3 For each payment due to the Licensor under this Agreement, an invoice signed by the authorised representative of the Licensor or of the authorised reseller shall be issued in accordance with the applicable tax regulations. The invoice shall be payable within forty-five (45) days after the day of its issuance and the fees shall be paid to the account of the Licensor or of an authorised reseller of the Licensor, as specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted by the law of the Sage Group plc entity with which you contracted for the Software or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an respective invoice. If you purchased your Perpetual License or your Subscription License (as the case may be) from a Reseller, the Reseller may be responsible for paying all fees to Sage on your behalf (if the Sage Group plc entity with which you contracted for the Software permits this). If Sage has not received payment of the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable will be pro-rated from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription License. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If 5.4 Should the Sage Group plc entity with which you contracted for Licensee fail to pay the Software allowed you to purchase fee within the relevant license through a Reseller, then except for Section 9.4above-stated period, the terms Licensee shall be obliged to pay to the Licensor the delay interest at lesser of (i) 1% per month, or (ii) the maximum rate applicable by law and/or the Licensor may terminate this Agreement with immediate effect by written notice delivered to the Licensee. The Licensee will reimburse the Licensor for any reasonable legal fees and other costs and expenses incurred by the Licensor in that agreement collecting past due amounts. 5.5 The prices on the Price List are without any VAT or similar taxes. Any such taxes will be added to the price. 5.6 All payments to be made by the Licensee to the Licensor under this Agreement shall be made free and clear of and without deduction for or on account of tax unless the Licensee is required by law to make such payment subject to the deduction or withholding of tax, in relation which case the sum payable by the Licensee in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making of the required deduction or withholding, the Licensor receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. Licensor shall be responsible for payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.all applicable taxes..

Fees and Payments. 9.1 Sage 8.1 The Licensee shall pay the Licensor, as consideration for the License and Support Services granted hereunder, the license fees in accordance with the then current Price List of the Licensor applicable to the respective type of the purchased license, or in a Quote provided by Licensor. The Licensee shall pay to the Licensor, as consideration for the Support Services granted hereunder, the fees in accordance with the then current Price List of the Licensor applicable to the respective type of the Support Services, unless otherwise agreed mutually between the parties. The Licensee is entitled to use the Software and Support Services only following the payment of the respective license fees, and the Licensee will receive from the Licensor or the authorized reseller the specific License Key, enabling the Licensee to use the Software, upon payment of the applicable license fee. The then-current Price List is located on the Licensor’s website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/pricing or will be provided to the Licensee otherwise, as the case may increase its license be. 8.2 The Price List shall constitute an integral part of this Agreement. The Licensor reserves the right to change, modify, and other fees amend the Price List at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchaseat its sole discretion, which amendments shall become effective as of the date of the Subscription renewal. 9.2 You must 8.3 For each payment due to the Licensor under this Agreement, an invoice shall be issued in accordance with the applicable tax regulations. The invoice shall be payable within thirty (30) days after the day of its issuance. If the Customer purchased through a Reseller, then Customer payment terms are between Customer and Reseller; and Licensor shall make the Software available to Customer after Customer receives a purchase order from Reseller. 8.4 Should the Licensee fail to pay the relevant fee within the above-stated period, the Licensee shall after the due date be obliged to pay to the Licensor daily interest at the maximum rate allowable by law and/or the Licensor may terminate this Agreement with immediate effect by written notice delivered to the Licensee. The Licensee will reimburse the Licensor for any reasonable legal fees and any other charges arising costs and expenses incurred by the Licensor in collecting past due amounts. 8.5 The prices on the Price List do not include VAT or similar taxes. Any such taxes will be added to the price. 8.6 All payments to be made by the Licensee to the Licensor under this Agreement as stated shall be made free and clear of and without deduction for or on Sage’s invoice account of tax unless the Licensee is required by law to make such payment subject to the deduction or order form and within 30 days withholding of tax, in which case the date on the invoice or order form, or as otherwise agreed with Sage. All invoices or order forms to you and payments from you to Sage will be in the currency specified on your invoice or order form. Fees quoted do not include applicable sales taxes but all applicable taxes will be included in the amount Sage charges you. 9.3 Fees may include late payment fees or penalties incurred because your financial institution fails to honor a check or electronic charge, direct debit or transfer. Late payments will accrue interest at the highest rate permitted sum payable by the law Licensee in respect of which such deduction or withholding is required to be made shall be increased to the Sage Group plc entity with which you contracted for extent necessary to ensure that, after making the Software required deduction or as otherwise agreed with your local Sage entity. 9.4 You are obligated to pay all fees irrespective of whether you receive an invoice. If you purchased your Perpetual License withholding, the Licensor (or your Subscription License (the authorized reseller, as the case may be) receives and retains (free from any liability in respect of any such deduction or withholding) a Resellernet sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. 8.7 The price of a new Subscription may be higher than the renewal price of a Subscription. The Licensee can renew their Subscription from three months before until three months after its end date. After this period, renewal pricing is no longer available, and a new Subscription must be purchased at the full price. If the renewal payment is made before the previous Subscription end date, the Reseller may be responsible for paying all fees to Sage on your behalf (if new Subscription period will begin immediately after the Sage Group plc entity with which you contracted for the Software permits this)current one expires. If Sage the renewal payment is made after the previous period has not received payment of expired, the applicable fees either from you or from your Reseller (as the case may be) or if Sage has received notification from your Reseller of your non-payment of the same, then without prejudice to Sage’s other rights and obligations Sage may suspend or terminate either your Perpetual License or your Subscription License (as the case may be). 9.5 If at any time during your Perpetual License or Subscription License (as the case may be) you want to increase the number of your users which can access the Program or to access additional components or modules in the Program, you must pay Sage’s applicable fees. 9.5.1 If you have a Subscription License: 9.5.1.1 the additional fees payable new period will be pro-rated from the date such additional users are added to your license and/or the date access retroactive to the additional Program components original Subscription end date, irrespective of when the renewal order is placed or modules is made available to you until the commencement of your next renewal date for your Subscription License; and 9.5.1.2 any decrease in the number of users or reduction in access to additional Program components or modules will be made from the next renewal date of your Subscription Licensepaid. 9.5.2 If you have a Perpetual License: 9.5.2.1 the additional fees will be payable from the date such additional users are added to your license and/or the date access to the additional Program components or modules is made available to you; and 9.5.2.2 there will be no refund or credit of the license fees which you have previously paid and any decrease in the fees payable for Maintenance Software and/or Customer Support will be reflected in your next invoice for renewal of Maintenance Software and/or Customer Support. 9.6 If you purchased a Perpetual License, then unless you agreed otherwise with the Sage Group plc entity from which you purchased your Maintenance Software and Customer Support, payment is required in advance for the full length of your Initial Support Term and each subsequent Support Renewal Term (as described in Section 10.1.2.1) and is non-cancellable and non-refundable. 9.7 If you purchased a Subscription License, subject to Section 9.5 above, Sage may not increase the license fees more than once in any 12-month period following your initial purchase by more than the amount stated by the Sage Group plc entity with which you contracted for the Software. Sage will use its reasonable endeavours to give you (or your Reseller if you purchased the Subscription License from a Reseller) 60 days’ written notice prior to your next renewal date of any price increase (unless the Sage Group plc entity from which you purchased your Subscription License has agreed to give you a different number of days written notice of any price increase). If you continue to Use the Software after the fee change takes effect, you will be deemed to (a) agree to the increase in the fees and (b) authorize Sage to collect the new fees amount using the agreed payment method. 9.8 You are responsible for providing Sage with your most current contact and billing information. If you purchased a Subscription License you agree that, so long as your license is active, Sage may automatically bill the same credit card or debit the same bank account you provided to Sage on the same periodic basis as previously agreed with you, unless subsequently agreed otherwise. 9.9 If the Sage Group plc entity with which you contracted for the Software allowed you to purchase the relevant license through a Reseller, then except for Section 9.4, the terms in that agreement in relation to payment of fees for a Perpetual License, a Subscription License, support, maintenance and any other services provided by the Reseller to you will prevail over the payment terms in this Section 9.