Paragraph 5 CONSIDERATION

In consideration for the Licence:

(1)

where the Licensee is a School,

(a)

the Licensee shall pay Open University Worldwide Limited the fees set out in Appendix A plus VAT where applicable.

(b)

Licence Fees payable under paragraph (1)(a) shall be paid within thirty days of the date of the invoice whenever sent to the Licensee by Open University Worldwide Limited;

(2)

where the Licensee is an Educational Institution,

(a)

the Licensee shall pay Open University Worldwide Limited the fees set out in Appendix B plus VAT where applicable;

(b)

fees payable under paragraph (2)(a) shall be calculated by Open University Worldwide Limited annually and shall be paid within thirty days of the date of the invoice whenever sent to the Licensee by Open University Worldwide Limited;

(c)

the Licensee shall permit its records and accounts to be examined upon reasonable notice in writing from Open University Worldwide Limited by Open University Worldwide Limited’s properly appointed representative at Open University Worldwide Limited’s expense to verify the records and payments for which provision is made in the Licence.

NOTE

Discounted fees to cover groups of licensees may be negotiated at the discretion of Open University Worldwide Limited.