Terms and Conditions

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These terms of Conditions (“Terms”) apply to all business orders accepted by W.G. Preparedness Solutions LLC. for the sale of physical goods (“Products”) or Intellectual property ("Services"), except  in the case that you and W.G. Preparedness Solutions , LLC have executed a written agreement that  supersedes these Terms. To the extent the Products contain or consist of software in any form  (“Software”), such Software is licensed to you, not sold, and only in accordance with the  section entitled “Software License”, below. Terms such as “sell” and “purchase”, as used in  these Terms, apply only to the extent the Products consist of items other than Software. 

ORDERS 

You can browse and place orders for our Products through https://.wgprepare.org . We’ll ask you for your  name, phone number, e-mail address, shipping and billing address, and other information so we can fulfill your order. When you place an order, https://wgprepare.org  third-party payment service provider will collect your credit card details and  charge your credit card account in connection with the order, and you agree to make all  applicable payments in connection with any order placed by you. W.G. Preparedness Solutions , LLC  does not view or store your credit card information. We store your shipping address so we can  process your order through our fulfillment partner. If you are logged into your account when you purchase something from the W.G. Preparedness Solutions , LLC, we associate that order with your account. For more information on W.G. Preparedness Solutions , LLC’s data use practices please see the W.G. Preparedness Solutions , LLC 

Privacy Policy: by placing an order or inquiry through wgpreparednesssolutions.com, you agree that: (i) any credit card information supplied by you is true and  complete; and (ii) you will pay the applicable price listed, as well as any shipping and handling  charges and applicable taxes. Products purchased by you are for personal or gift use and not for commercial use. 

PRICING 

W.G. Preparedness Solutions , LLC can withdraw Products from the W.G. Preparedness Solutions Store at any time and for any reason. Prices listed through the W.G. Preparedness Solutions Store are stated in U.S. dollars, and do not include any shipping and  handling charges or applicable taxes, which charges and taxes will be communicated to you  before you place an order and you are responsible for paying such charges and taxes to W.G. Preparedness Solutions , LLC. You agree to indemnify and hold W.G. Preparedness Solutions , LLC harmless from and against any liabilities, interest, penalties or fees assessed against W.G. Preparedness Solutions, LLC arising from your failure to pay any such taxes. All Product prices are subject to change at any time.  

ACCEPTANCE AND FULFILLMENT 

All orders are subject to acceptance by W.G. Preparedness Solutions , LLC. After you place an order,  you will receive an email from W.G. Preparedness Solutions , LLC confirming that W.G. Preparedness Solutions has received it. Acceptance of your order will occur upon your receipt of another  email from W.G. Preparedness Solutions , LLC containing a shipping confirmation, tracking number  and carrier information. If an order is on backorder, we’ll send you an email indicating that this is the case, followed by another email when the items in question are in stock containing a  shipping confirmation, tracking number and carrier information. W.G. Preparedness Solutions , LLC  reserves the right not to accept your order for any reason or no reason. W.G. Preparedness Solutions, LLC reserves the right to restrict multiple quantities of a Product being shipped to any one 

customer or postal address. RESALE Purchases made through the W.G. Preparedness Solutions , LLC  Store are intended for end users only, and are not authorized for resale.  

SHIPPING AND DELIVERY 

W.G. Preparedness Solutions , LLC will pack the Products in accordance with its standard practices.  You can choose the method of shipment and timing of delivery for Products ordered, and will  be charged shipping and handling charges accordingly. Title to the Products (except to the  extent that the W.G. Preparedness Solutions) delivery of the Products to the carrier. You acknowledge that all scheduled shipment dates are estimates only. W.G. Preparedness Solutions , LLC will make reasonable efforts to  meet the scheduled shipment dates, but in no event will W.G. Preparedness Solutions, LLC be liable  for any loss, damage, or penalty resulting from any delay in shipment or delivery.  

REFUND POLICY 

All purchased services or the attempt of payment delivery without acceptance based on the diligent efforts of the principle are non-refundable and become final. Clients and members may continue to participate in services provided at their  own risk & leisure. 

LIMITED PRODUCT WARRANTY

W.G. Preparedness Solutions , LLC warrants to the original purchaser that your Product or Intellectual  Property shall be free from defects in materials and workmanship under normal use for a period of one (1) year from the date of purchase, except that if you reside in the European Economic  Area (EEA) and you purchased your W.G. Preparedness Solutions , LLC product in the EEA, the  warranty period is two (2) years from the date of purchase.  

COMPATIBILITY 

You acknowledge that you have verified the compatibility of the Products you are purchasing  with other required equipment (e.g., ensuring that your mobile device and/or operating system  system is compatible with the Product). You are solely responsible for determining the  compatibility of the Products with other equipment, and you accept that lack of compatibility is not a valid claim under the warranty provided with your Products and does not otherwise  constitute a basis for receiving a refund after the 45 day refund policy identified above.  

LIMITATIONS ON LIABILITY 

IN NO EVENT WILL W.G. Preparedness Solutions , LLC BE LIABLE FOR ANY PUNITIVE,  EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES  (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA,  PERSONAL PHYSICAL DAMAGE, PROPERTY DAMAGE, OR GOODWILL) OR COSTS  OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN  CONNECTION WITH THESE TERMS OR THE PURCHASE, SALE, USE, OPERATION  OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES  FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING  NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT W.G. PREPAREDNESS SOLUTIONS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR  DAMAGE. W.G. Preparedness Solutions , LLC AND YOU HAVE AGREED THAT THESE  LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY  SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL 

PURPOSE. IN NO EVENT WILL W.G. Preparedness Solutions , LLC’S LIABILITY TO YOU  ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS, FROM  ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE  ACTUAL AMOUNT PAID TO W.G. Preparedness Solutions, LLC BY YOU FOR THE  PRODUCT THAT GIVES RISE TO THE CLAIM. Some jurisdictions do not allow the  limitation or exclusion of liability for incidental or consequential damages, so the above  limitation or exclusion may not apply to you. 

GENERAL PROVISIONS 

The parties disclaim application of the United Nations Convention on Contracts for the  International Sale of Goods or Services. You may not assign or transfer these Terms, or any  order accepted by W.G. Preparedness Solutions , LLC hereunder, in whole or in part, by operation of  law or otherwise, without W.G. Preparedness Solutions , LLC’s express prior written consent. Any  attempt to do so, without W.G. Preparedness Solutions , LLC’s consent, will be null and of no effect.  W.G. Preparedness Solutions , LLC may freely assign these Terms. W.G. Preparedness Solutions , LLC will not  be responsible for any failure or delay in its performance under these Terms due to causes  beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts,  shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts  of God. The failure by W.G. Preparedness Solutions , LLC to enforce any provision of these Terms will  not constitute a waiver of future enforcement of that or any other provision. If for any reason a  court of competent jurisdiction finds any provision of these Terms invalid or unenforceable,  that provision will be enforced to the maximum extent permissible and the other provisions of  these Terms will remain in full force and effect. These Terms constitute the complete and  exclusive agreement between W.G. Preparedness Solutions , LLC and you regarding its subject matter  and supersedes all prior or contemporaneous quotations, agreements, communications or  understandings, whether written or oral, relating to its subject matter. Any waiver, modification  or amendment of any provision of these Terms will be effective only if in writing and signed by duly authorized representatives of each party. You will not export or re-export, directly or  indirectly, the Products, or any technical information related thereto, or any direct products thereof, to any destination or person prohibited or restricted by the export control laws and  regulations of the United States, without the prior authorization from the appropriate  governmental authorities. All notices required or permitted to be given under these Terms will  be in writing and will be deemed given: (i) upon actual delivery, if made by personal service;  (ii) three (3) days after mailing, if made by U.S. certified or registered mail; and (iii) one (1)  business day after delivery to the courier or overnight delivery service, if made by courier or  overnight delivery service. All notices will be addressed to such address as the party who is to  receive the notice so designates by written notice to the other.

1. DEFINITIONS 1.1 In these Terms the following words have the meanings set out below and derivative words will have a corresponding meaning: “Affiliate” means, with reference to a party, any other party which: (a) directly or indirectly controls or is controlled by the first party; or (b) is directly or indirectly controlled by a party which also directly or indirectly controls the first party; and for the purposes of this definition, a party controls another party if such party has the power to direct or cause the direction of the management and policies of the other party, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. “Agreement” means the Letter concluded between the Principal and the Consultant in accordance with Article 2.1 hereof and any documents referred therein or attached thereto, including, but not limited to, these Terms. “Consultant” means the Party that will undertake the Services, as specified in the Letter. “Confidential Information” means any information in whatever form (including, without limitation, in written, oral, visual or electronic form or any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of a Party for the time being confidential to the Party or its Affiliate(s) and trade secrets including, without limitation, technical data and know-how relating to the business of a Party or its Affiliate(s) or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with the Agreement whether or not such information (if in anything other than oral form) is marked confidential. “Deliverables” means anything in writing or otherwise tangible (whether in hard copy or electronic format), which arises out of or is made, created or generated in the course of carrying out the Services. “Expenses” means actual costs incurred by the Consultant reasonably necessary for carrying out the Services, including but not limited to, traveling, accommodation, subsistence, official translation charges and charges related to goods and services purchased on the Principal’s behalf. “Fees”means the fees charged by the Consultant to the Principal for the provision of Services, as set out in the Letter, excluding VAT and Expenses. “Force Majeure Event” means any circumstance not within a Party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent; collapse of buildings, fire, explosion or accident; any labor or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service. “Intellectual Property Rights” means all intellectual property rights, including patents, rights to inventions, copyright and related rights, goodwill, rights in designs, rights in computer software, trade or service marks, business names and domain names, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. “Jurisdiction” means the country, state or province where the Consultant has its corporate seat. “Letter” means the (engagement) letter drawn up by the Consultant to which these Terms relate, detailing, among others, the Services, the Deliverables, Fees and/or Expenses. “Mandatory Policies” means the Consultant’s Code of Conduct and relevant policies (on ethics, anti-slavery and human trafficking, anti-bribery, and corruption, data protection and privacy) reasonably established and amended by the Consultant from time to time, a copy of which will be delivered to the Principal. “Party or Parties” means the Consultant or the Principal individually or collectively as the context may require. “Principal” means jointly and severally each Party to whom (a) the Letter is addressed; and/or (b) the Services and/or the Deliverables are to be delivered. “Services” means the services as described in the Letter to be rendered by the Consultant to the Principal, or such additional services as may be agreed upon between the Parties in writing from time to time by way of an annexure to the Letter. “Standards of Practice '' means, with reference to the Services and the supply thereof, the standards of practice that would usually be applied by professional consultants of such kind of Services in similar circumstances and at the relevant time. “Subcontractor” means any party, other than the Consultant or its employees, engaged by the Consultant, through a sub-contract, to perform the Services, or any part thereof, for and on behalf of the Consultant. “VAT” means value added tax chargeable under applicable tax legislation or any similar replacement, additional or alternative tax imposed in the Jurisdiction. 1.2 Capitalized words used in these Terms and not specifically defined in the Letter have the same meaning as provided in these Terms. 

2. LETTER/AGREEMENT & TERMS 2.1 The Agreement between the Principal and the Consultant shall be effective and shall commence upon (a) receipt of Principal’s unqualified acceptance of the Letter in writing; (b) receipt of Principal’s instruction to commence with the Services; or (c) payment of Consultant’s premier invoice or any advance payment, whichever is earlier (the Effective Date). The Letter, as well as the acceptance or acknowledgement thereof, may be transmitted electronically and must be signed (electronically or in writing) by a duly authorized representative of both Parties to be enforceable. Neither Party will contest the enforceability of the Agreement transmitted and signed electronically. 2.2 These Terms form an integral part of the Letter, and the resulting Agreement (if any). 2.3 The Agreement is not concluded and the acceptance of the Letter shall not bind the Consultant if the Principal’s acceptance of the Letter, including these Terms, in any respect, differs from the Letter issued to the Principal by the Consultant. 2.4 Unless provided otherwise in the Letter, the Letter is valid for three (3) months following the date of issuance. Even though the Letter points out a period for its acceptance the Letter may be revoked by the Consultant, at any time, as long as the Letter has not been accepted by the Principal. 2.5 The Letter is based on the information provided by the Principal to the Consultant at the time the Letter was drafted. 2.6 The applicability of the purchase and other terms and conditions of the Principal are expressly refuted by the Consultant and the (purchase) terms and conditions of the Principal do not apply to the Agreement (not even additionally), unless such terms and conditions have been explicitly accepted by the Consultant in writing, in which case a reference to such terms and conditions will be incorporated in the main body of the Letter by the Consultant. Unless provided otherwise in the Letter, these Terms shall prevail should there be any conflict or inconsistency between the provisions of the terms and conditions of the Principal and these Terms. 2.7 These Terms may not be modified or eliminated, unless such modified or eliminated provisions have been explicitly accepted by the Consultant in writing signed by a duly authorized representative of both parties, in which case specific provisions to that effect will be incorporated in the main body of the Letter by the Consultant, referring to the provisions of these Terms to be modified or eliminated and shall then apply exclusively to the Agreement for which they were agreed. 

3. RELATIONSHIP OF THE PARTIES 3.1 The Parties are independent legal subjects, and no employee of either Party shall be considered to be an employee of the other Party. The Principal and the Consultant specifically and expressly disclaim any intention to create a partnership, consortium or joint venture. 3.2 Save to the extent otherwise provided in the Letter, neither Party shall act as the agent of the other Party and neither Party shall have the authority (or represent that it has the authority) to: (a) bind the other Party; or (b) incur any liability on behalf ot the other Party. 3.3 Nothing in these Terms shall, except as otherwise agreed in the Agreement, be construed as creating an exclusive relationship between the Principal and the Consultant, or as precluding or limiting, in any way, the right of the Consultant from rendering services of any kind or nature whatsoever to any third party as the Consultant in its sole discretion deems appropriate. 3.4 A person who is not a Party to the Agreement shall not have any rights or obligations under the Agreement, or to enforce any of its provisions. 3.5 The relationship between the Parties shall be one of good faith and each Party therefore undertakes to observe good faith towards the other Party, and to act reasonably with respect to matters that relate to the Agreement. 3.6 The Parties undertake, either during the Term of the Agreement (hereinafter defined) or for a period of twelve (12) months after its termination or expiration, not to (directly or indirectly) solicit any of the other Party’s employees (other than through a general public advertisement) who is or has been involved in the performance of the Agreement, without the prior written consent of the other Party. Breach of this provision will render the breaching Party liable to pay, as a genuine and agreed pre-estimate of damage, an amount equal to six (6) months’ total cost to the affected Party’s remuneration of the employee so recruited.

4. EXECUTION OF THE AGREEMENT 4.1 The Consultant shall carry out the Services and provide the Deliverables as specified in the Agreement. 4.2 The Consultant will carry out the Services with due professional skill and care, in accordance with the Agreement (including, if any, the services levels set forth in the Letter), and otherwise all Standards of Practice. 4.3 In the performance of the Services the Consultant will apply professional personnel, who are, in the reasonable opinion of the Consultant, properly qualified, trained, competent, skilled and experienced. 4.4 The Consultant has the right to determine the means, manner and methods by which the Services will be performed, with due regard and observance of (a) the terms and conditions contained in the Agreement; and (b) where possible, the needs and wishes of the Principal. 4.5 The Consultant shall use reasonable efforts to carry out the Services and provide the Deliverables on such milestones and dates as set forth in the Letter; however these milestones and dates shall not be deemed to be fixed deadlines unless agreed otherwise in the Letter. In case of suspension of the Services or a Force Majeure Event, all milestones and dates shall be automatically extended by a period of time equal to the period of suspension or Force Majeure Event. 4.6 The Consultant shall, where required, cooperate with third parties appointed by the Principal in relation to the Services, provided that the Consultant shall owe no duty to such third parties in terms of the Agreement. 4.7 Either Party may nominate a manager or equivalent senior person responsible for the execution or oversight of the execution of the Agreement in the Letter, who will: (a) be available to consult with each other, on reasonable notice, on matters relating to the performance of the Agreement; and (b) accept all notices and correspondence relating to the performance of the Agreement. 4.8 The Principal agrees that Consultant’s employees may be unavailable for short periods of time for reasons, including but not limited to, annual leave, internal meetings and training, and the Consultant shall for these short periods take reasonable steps to minimize any disruption to the Services. The Consultant may, subject to prior notification to the Principal, replace employees with other employees of equivalent qualifications, competences, skills and experience. 4.9 The Services provided by the Consultant and any Deliverables prepared by the Consultant shall be only for the Principal’s use and benefit. 4.10 The Principal agrees that reliance on the Deliverables or any other output of the Services is limited to the facts and representations set out therein, which represent Consultant’s review and/ or analysis of facts, information, documents and/ or other materials in existence at the time of the performance of the Services only. 4.11 All warranties, conditions and other terms implied by state or common law (including, but not limited to, any implied warranties of merchantability and fitness for the purpose) are, to the fullest extent permitted by applicable law excluded from the Agreement. 4.12 No performance, Deliverables, information or advice provided by the Consultant or its employees or Subcontractors will create a warranty or otherwise increase the scope of any warranty provided in terms of the Agreement. 

5. SUB-CONTRACTING 5.1 The Consultant will not subcontract any part of the Services without the prior written consent of the Principal, which consent shall not be unreasonably withheld or delayed; provided that the Consultant may, without consent, subcontract the whole or any part of the Services to its Affiliates. 5.2 The Principal acknowledges that the Consultant is solely liable for its approved Subcontractors (including the employees of the Subcontractor) to the Principal and the Consultant will be responsible for all work, and acts, omissions and defaults of any Subcontractor as if they were the work, acts, omissions or defaults of the Consultant. The Principal will not bring any claim or proceeding of any nature in connection with this Agreement against any Subcontractor. 5.3 The Principal acknowledges that the Consultant is the prime service provider to the Principal and shall be the prime interface with the Principal in respect of the Agreement and the Services contemplated thereby. Save for communication required for purposes of the day to day rendering of the Services, the Principal shall therefore only communicate with the Consultant in relation to all rights, obligations and other material matters to this Agreement. 

6. CO-OPERATION OF THE PRINCIPAL 6.1 The Principal undertakes to provide the Consultant, at its own expense, with all information which the Consultant requires for the timely and proper execution of the Services, and the Principal represents and warrants that any information supplied by the Principal to the Consultant is true, accurate, representative, complete and is not misleading in any respect. The Principal further acknowledges that the Consultant will rely on such information provided by the Principal (without any duty to confirm or verify the accuracy thereof) in order to provide the Services and the Consultant shall not be liable for the consequences of any information provided not being true, accurate, complete or being misleading. 6.2 The Principal shall provide the Consultant with full, prompt and reasonable access to its personnel, external advisors, suppliers, contractors and other relations, premises and facilities which the Consultant reasonably believes to be required for the execution of the Services. If specific personnel are required, this will be expressly stated in the Letter. 6.3 Upon the reasonable request of the Consultant, the Principal will make certain materials, equipment and/or facilities available to the Consultant as may be required for the execution of the Services. 6.4 The Principal shall obtain all and any approvals, licenses and security clearances of the Consultant by the Principal’s clients or others controlling third-party sites where Consultant shall render the Services. 6.5 The Principal shall undertake to keep the Consultant apprised of any events, developments or changes in circumstance relating to the provision of the Services. 6.6 The Principal shall apply its independent business judgment to evaluate the Services and any Deliverables or output arising from the Services and any Deliverables. The Principal shall evaluate the Services, Deliverables and any such output in the context of its business and make an independent decision on whether it wishes to implement or act on the Services, Deliverables or output arising from the Services and any Deliverables. 6.7 The Principal is responsible for acting as it sees fit on the basis of the use of the Deliverables or any other use deriving from the Services. The Consultant, and its employees and Subcontractors shall not be liable for any loss or damage to the Principal or any third party for any actions taken or not taken on the basis of the use of the Deliverables or use deriving from the Services except where it can be proven that such loss or damage has been caused by the gross negligence or wilful misconduct of the Consultant. 6.8 The Principal agrees that it will not use the Deliverables issued by the Consultant pursuant to the Agreement in a misleading manner and that the Principal shall not distribute or publish the content of any Deliverables or any extracts, excerpts or parts thereof, without the prior written consent of the Consultant. 6.9 The Principal undertakes to comply with all applicable legislation and regulations in the field of protection of personal data relative to the processing of personal data by the Principal in connection with the Agreement. In respect of any personal data originating from third parties or provided by any third party on the Principal’s instructions the Principal declares that it has proper authority and consent from the relevant person to disclose such personal information; 6.10 The Consultant shall neither be in breach of this Agreement nor liable to the Principal for any breach of this Agreement if such breach is a result of the Principal’s failure (or any of its directors, agents or employees) to comply with its obligations set out in this Article 6. The Principal furthermore acknowledges that the impact of any failure by the Principal to perform its obligations set out herein on the provisions of the Services by the Consultant will not affect the Principal’s obligations under the Agreement for payment of the Fees pursuant to Article 8. 

7. LEGAL COMPLIANCE 7.1 Each Party shall comply with all applicable laws, statutes and regulations from time to time in force having jurisdiction over the performance of its obligations under this Agreement. 7.2 Each Party shall comply with the Mandatory Policies. 7.3 The non-breaching Party may terminate the Agreement with immediate effect by giving written notice to the Party in breach if such Party commits a breach of Article 7.2. 

8. PAYMENT & INVOICING 8.1 The Principal shall in consideration for the Services pay to the Consultant the Fees, the Expenses and any VAT. 8.2 Unless otherwise stated in the Letter, the Agreement shall not be construed as to perform the Agreement at a fixed price. 8.3 The Consultant shall, from time to time, invoice the Principal for the Fees and Expenses. The Principal shall pay each invoice within thirty (30) days of the receipt of invoice pertaining to the Agreement. 8.4 The Parties agree that payments may be affected by electronic transfer of funds or as otherwise agreed in the Letter. The Consultant’s banking details are set out on its invoices. Electronic invoicing and PDF invoices are acceptable. 8.5 The Principal will be responsible for arranging foreign exchange clearance and for meeting all related costs in the Jurisdiction to which the funds are being remitted. 8.6 Should a dispute arise relating to any invoice, the Principal must notify the Consultant of the disputed amount and the reasons for the dispute in writing within thirty (30) days of the date of the disputed invoice, failing which the Principal shall be deemed to have accepted the invoice as due and payable. In the event the Principal withholds payment of a disputed invoice, the Consultant shall be entitled to suspend the rendering of the Services until the dispute is resolved. Notwithstanding any of the foregoing, the Principal shall be obliged to pay any undisputed part of the invoice. 8.7 If any invoice is not paid on the due date, the Consultant shall have the right to charge, and the Principal shall pay interest on the amount, calculated from the due date of the invoice to the date of receipt of the amount in full at a rate of two per cent (2%) per month. 8.8 In the event the Principal fails to pay any invoice when due the Consultant may, without having to obtain a court order and without having to pay any damages or penalties: (a) suspend the performance of its obligations under the Agreement and/or the performance of the Services; or (b) terminate the Agreement by giving five (5) days’ written notice. As a consequence of termination all Fees and Expenses that the Principal owes under the Agreement shall become immediately due and payable. 8.9 The Fees of the Consultant may increase on an annual basis, in accordance with the appropriate (in which decision the Consultant acting reasonably shall be the sole judge) consumer price index in the Jurisdiction.