Common use of CHARGES AND INVOICING Clause in Contracts

CHARGES AND INVOICING. The Members acknowledge and agree that the WITS Reserve Fund of £139,184, (which was the value as at 31st March 2016) shall transfer to the Lead Authority on the Commencement Date. The members acknowledge and agree that the WITS Fund shall be within the control of the Lead Authority and may be utilised in accordance with the terms of this Agreement. To the extent that the WITS Fund is insufficient to meet the costs of any requirements to enable the Lead Authority to operate the WITS Service the Members will ensure that the WITS Fund has a sum equal to that of any proposed costs prior to the Council incurring those costs The Members acknowledge and agree that there will be an ongoing requirement to ensure the WITS Reserve is sufficient to ensure the WITS Service remains cost neutral to the Lead Authority in accordance with clause 1.5 and hereby agrees that where reasonably requested by the Lead Authority will contribute to the WITS Reserve. Such reconciliation an or anticipated expenditure shall be set out in the Annual Service Plan. It is accepted by the Members that the Lead Authority shall at all times act in a manner that is consistent with collaboration and cost recovery. The costs of the WITS Service shall be met by the Members according to the percentage proportion of the total value the individual Member had in the year preceding this Agreement. For example only, if a Member used 26% of the total value of the WITS Services in the previous year that Member will contribute 26% of the total value of anticipated cost to the WITS Reserve. The Members will collectively meet all the running costs of the WITS Service, as calculated by the Lead Authority. The annual running costs will be apportioned amongst Members based on their previous 12 months use (calculated by reference to spend) of the WITS Service and will be set out in the Annual Service Plan . The annual running costs will be recovered by the WITS Team adding the proportionate Running Cost Percentages as set out above the to the costs charged by the Translators and Interpreters engaged on behalf of the Client Authority WITS will be responsible for ensuring that all of its own running costs are met by the difference between the amounts charged to Members and the amounts paid out to interpreters and translators and the members agree to make payment in accordance with the mechanism set out in this Appendix and in accordance with clause 12. The Annual Running costs may include all and any costs and expenses incurred by the Lead Authority in providing the WITS Service. Without limitation to the generality of the forgoing it shall include: _ • Accommodation for the WITS Team and Partnership Manager and all costs incurred in employing or engaging such personnel and the costs of bringing such employment or engagement to an end • IT equipment, software, license fees and support • Communication costs • Insurance as applicable • Stationery • Provision of Disaster Recovery Facility • And any other costs or charges reasonably incurred by the Lead Authority On a monthly basis, Members will be invoiced for the linguistic services they have received through the WITS Service and the Running Cost Percentage. Members will pay the Lead Authority the sums shown in such invoices within 10 working days of the date of the Invoice The Lead Authority will pay the interpreters and translators via the Agency Provider and in accordance with the Contract as instructed on Members behalf. The Lead Authority will seek the approval of the Executive Board before incurring any capital expenditure, which should be directly attributable to provision of linguistic services. Capital and revenue expenditure should be recovered in the year incurred. Capital and revenue expenditure should demonstrate value for money. The sums invoice by the WITS Team minus all payments should result in a net cash surplus in each financial year or should break even. Any deficit will be borne by the M e m b e r s . All Members will carry any annual deficit between revenue and expenditure, proportionately, as against submitted invoices for that year.

CHARGES AND INVOICING. 6.1 The Members acknowledge Service Provider will collect all Parking Charges and agree ensure that these are authorised at the WITS Reserve Fund time of £139,184the Booking with the Merchant Services Provider. 6.2 The Client is responsible for accounting for all VAT associated with the Parking Charges including for the avoidance of doubt making any associated remittance to the HMRC. 6.3 Within ten (10) Business Days after the end of each month, the Service Provider shall provide to the Client a statement setting out the total Parking Charges collected for that month along with details of the Card Processing Charges due from the Client to the Service Provider and the net amount representing the Parking Charges less the Card Processing Charges payable by the Service Provider to the Client (which was the value as at 31st March 2016) “Monthly Settlement Sum”). 6.4 The Monthly Settlement Sum shall be payable by the Service Provider to the Client within 10 Business Days of the end of each month by way of electronic transfer to such account as notified by the Lead Authority on Client to the Commencement DateService Provider from time-to-time in writing. 6.5 All amounts due under this Agreement from the Client to the Service Provider are subject to value added tax and any other taxes imposed by any competent authority in any jurisdiction. 6.6 Along with the Monthly Settlement Sum, the Service Provider shall issue the Client with a VAT invoice for the Card Processing Charges for the month in question. 6.7 In addition to the Parking Charges, Users may be required to pay a Service Charge to the Service Provider for the benefit of using the Services. For the avoidance of doubt, the Service Provider shall be entitled to retain the Service Charges that are collected and this will not be passed to the Client. The members acknowledge Service Provider will account for all VAT associated with the Service Charges including for the avoidance of doubt making any associated remittance to the HMRC. 6.8 In the event of a regulatory change or any increase in scheme fees and/or interchange costs applied by the Merchant Services Provider or card issuers, the Service Provider will discuss this impact with the Client and agree that the WITS Fund Card Processing Charges shall be within the control of the Lead Authority and may be utilised in accordance with the terms of this Agreement. To the extent that the WITS Fund is insufficient to meet the costs of any requirements to enable the Lead Authority to operate the WITS Service the Members will ensure that the WITS Fund has a sum equal to that of any proposed costs prior to the Council incurring those costs The Members acknowledge and agree that there will be an ongoing requirement to ensure the WITS Reserve is sufficient to ensure the WITS Service remains cost neutral to the Lead Authority in accordance with clause 1.5 and hereby agrees that where reasonably requested by the Lead Authority will contribute to the WITS Reserve. Such reconciliation an or anticipated expenditure shall be set out in the Annual Service Plan. It is accepted by the Members that the Lead Authority shall at all times act in a manner that is consistent with collaboration and cost recovery. The costs of the WITS Service shall be met by the Members according to the percentage proportion of the total value the individual Member had in the year preceding this Agreement. For example only, if a Member used 26% of the total value of the WITS Services in the previous year that Member will contribute 26% of the total value of anticipated cost to the WITS Reserve. The Members will collectively meet all the running costs of the WITS Service, as calculated by the Lead Authority. The annual running costs will be apportioned amongst Members based on their previous 12 months use (calculated by reference to spend) of the WITS Service and will be set out in the Annual Service Plan . The annual running costs will be recovered by the WITS Team adding the proportionate Running Cost Percentages as set out above the to the costs charged by the Translators and Interpreters engaged on behalf of the Client Authority WITS will be responsible for ensuring that all of its own running costs are met by the difference between the amounts charged to Members and the amounts paid out to interpreters and translators and the members agree to make payment in accordance with the mechanism set out in this Appendix and in accordance with clause 12. The Annual Running costs may include all and any costs and expenses incurred by the Lead Authority in providing the WITS Service. Without limitation to the generality of the forgoing it shall include: _ • Accommodation for the WITS Team and Partnership Manager and all costs incurred in employing or engaging such personnel and the costs of bringing such employment or engagement to an end • IT equipment, software, license fees and support • Communication costs • Insurance as applicable • Stationery • Provision of Disaster Recovery Facility • And any other costs or charges reasonably incurred by the Lead Authority On a monthly basis, Members will be invoiced for the linguistic services they have received through the WITS Service and the Running Cost Percentage. Members will pay the Lead Authority the sums shown in such invoices within 10 working days of the date of the Invoice The Lead Authority will pay the interpreters and translators via the Agency Provider and in accordance with the Contract as instructed on Members behalf. The Lead Authority will seek the approval of the Executive Board before incurring any capital expenditure, which should be directly attributable to provision of linguistic services. Capital and revenue expenditure should be recovered in the year incurred. Capital and revenue expenditure should demonstrate value for money. The sums invoice by the WITS Team minus all payments should result in a net cash surplus in each financial year or should break even. Any deficit will be borne by the M e m b e r s . All Members will carry any annual deficit between revenue and expenditure, proportionately, as against submitted invoices for that yearupdated accordingly.

CHARGES AND INVOICING. 8.1 The Members acknowledge Service Provider’s right to be paid for the provision of any Contracted Services shall be solely as set out in the relevant Order. 8.2 In entering into any Order, the Service Provider shall not, and agree that shall not be entitled to, require the WITS Reserve Fund payment of £139,184any charges in excess of the Framework Charges. 8.3 The Service Provider shall not suspend the supply of the Services to any Contracting Body for failure to pay Charges unless the Service Provider is entitled to terminate the relevant Order under Clause 22 (Termination Rights) for failure to pay undisputed Charges. 8.4 Where an Contracting Body is required to pay the Service Provider in respect of costs, expenses, fees or charges incurred by the Service Provider, the relevant Contracting Body is not obliged to pay: (a) any part of those sums which was exceeds what is fair and reasonable; or (b) any sums which are not supported by such appropriate evidence as the value Contracting Body s or as at 31st March 2016) shall transfer the case may be, The Collaborators may reasonably require. 8.5 Save to the Lead Authority on extent expressly specified in Clause 8.6 of this Agreement neither the Commencement Date. The members acknowledge and agree that the WITS Fund Framework Charges nor any other costs, expenses, fees or charges shall be within adjusted to take account of any changes to interest rates or any other factor or element (except VAT) which might otherwise increase the control cost to the Service Provider or any subcontractors to the Service Provider of the Lead Authority performance of their obligations. 8.6 The Charges shall be reviewed annually provided however that any percentage increase in the Charges shall not exceed the increase published in the all items Retail Price Index for the month preceding the month in which the relevant review takes place. 8.7 Except as expressly set out in this Agreement or any Order, the Charges include all costs and expenses (except VAT) relating to the relevant Contracted Services and the Service Provider’s performance of its obligations under the relevant Order and no further amounts will be payable by the Contracting Body to the Service Provider in respect of such performance. 8.8 Payment by the Contracting Body shall be without prejudice to any claims or rights which the Contracting Body may have against the Service Provider and shall not constitute any admission by the Contracting Body to the performance by the Service Provider of its obligations hereunder. 8.9 The Contracting Body shall be utilised in accordance with entitled to withhold payment of the terms Charges (or any part of this Agreement. To the Charges) to the extent that the WITS Fund is insufficient to meet the costs relevant Contracted Services (or any part of any requirements to enable the Lead Authority to operate the WITS Service the Members will ensure that the WITS Fund has a sum equal to that of any proposed costs prior to the Council incurring those costs The Members acknowledge and agree that there will be an ongoing requirement to ensure the WITS Reserve is sufficient to ensure the WITS Service remains cost neutral to the Lead Authority them) are not delivered in accordance with clause 1.5 and hereby agrees that where reasonably requested this Agreement and/or the relevant Order by notice to the Service Provider within ten (10) days of receipt of the relevant Invoice. Such notice shall set out: (a) the reasons for withholding the relevant Charges; and (b) if the relevant act or omission is capable of being remedied, the remedial action required. 8.10 The Service Provider shall indemnify each Contracting Body on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the relevant Contracting Body at any time in respect of the Service Provider's failure to account for or to pay any VAT relating to payments made to the Service Provider under the relevant Order. Any amounts due under this Clause shall be paid in cleared funds by the Lead Authority will contribute Service Provider to the WITS Reserve. Such reconciliation an relevant Contracting Body not less than five (5) Working Days before the date upon which the tax or anticipated expenditure shall be set out in the Annual Service Plan. It other liability is accepted payable by the Members that the Lead Authority shall at all times act in a manner that is consistent with collaboration and cost recovery. The costs of the WITS Service shall be met by the Members according to the percentage proportion of the total value the individual Member had in the year preceding this Agreement. For example only, if a Member used 26% of the total value of the WITS Services in the previous year that Member will contribute 26% of the total value of anticipated cost to the WITS Reserve. The Members will collectively meet all the running costs of the WITS Service, as calculated by the Lead Authority. The annual running costs will be apportioned amongst Members based on their previous 12 months use (calculated by reference to spend) of the WITS Service and will be set out in the Annual Service Plan . The annual running costs will be recovered by the WITS Team adding the proportionate Running Cost Percentages as set out above the to the costs charged by the Translators and Interpreters engaged on behalf of the Client Authority WITS will be responsible for ensuring that all of its own running costs are met by the difference between the amounts charged to Members and the amounts paid out to interpreters and translators and the members agree to make payment in accordance with the mechanism set out in this Appendix and in accordance with clause 12. The Annual Running costs may include all and any costs and expenses incurred by the Lead Authority in providing the WITS Service. Without limitation to the generality of the forgoing it shall include: _ • Accommodation for the WITS Team and Partnership Manager and all costs incurred in employing or engaging such personnel and the costs of bringing such employment or engagement to an end • IT equipment, software, license fees and support • Communication costs • Insurance as applicable • Stationery • Provision of Disaster Recovery Facility • And any other costs or charges reasonably incurred by the Lead Authority On a monthly basis, Members will be invoiced for the linguistic services they have received through the WITS Service and the Running Cost Percentage. Members will pay the Lead Authority the sums shown in such invoices within 10 working days of the date of the Invoice The Lead Authority will pay the interpreters and translators via the Agency Provider and in accordance with the Contract as instructed on Members behalf. The Lead Authority will seek the approval of the Executive Board before incurring any capital expenditure, which should be directly attributable to provision of linguistic services. Capital and revenue expenditure should be recovered in the year incurred. Capital and revenue expenditure should demonstrate value for money. The sums invoice by the WITS Team minus all payments should result in a net cash surplus in each financial year or should break even. Any deficit will be borne by the M e m b e r s . All Members will carry any annual deficit between revenue and expenditure, proportionately, as against submitted invoices for that yearContracting Body.