Billing and Payment; Disputed Amounts 9.1 Except as otherwise provided in this Agreement, each Party shall submit to the other Party on a monthly basis in an itemized form, statement(s) of charges incurred by the other Party under this Agreement.
9.2 Except as otherwise provided in this Agreement, payment of amounts billed for Services provided under this Agreement, whether billed on a monthly basis or as otherwise provided in this Agreement, shall be due, in immediately available U.S. funds, on the later of the following dates (the “Due Date”): (a) the due date specified on the billing Party’s statement; or (b) twenty (20) days after the date the statement is received by the billed Party. Payments shall be transmitted by electronic funds transfer.
9.3 If any portion of an amount billed by a Party under this Agreement is subject to a good faith dispute between the Parties, the billed Party shall give notice to the billing Party of the amounts it disputes (“Disputed Amounts”) and include in such notice the specific details and reasons for disputing each item. A Party may also dispute prospectively with a single notice a class of charges that it disputes. Notice of a dispute may be given by a Party at any time, either before or after an amount is paid, and a Party’s payment of an amount shall not constitute a waiver of such Party’s right to subsequently dispute its obligation to pay such amount or to seek a refund of any amount paid. The billed Party shall pay by the Due Date all undisputed amounts. Billing disputes shall be subject to the terms of Section 14, Dispute Resolution.
9.4 Charges due to the billing Party that are not paid by the Due Date, shall be subject to a late payment charge. The late payment charge shall be in an amount specified by the billing Party which shall not exceed a rate of one-and- one-half percent (1.5%) of the overdue amount (including any unpaid previously billed late payment charges) per month.
9.5 Although it is the intent of both Parties to submit timely statements of charges, failure by either Party to present statements to the other Party in a timely manner shall not constitute a breach or default, or a waiver of the right to payment of the incurred charges, by the billing Party under this Agreement, and, except for assertion of a provision of Applicable Law that limits the period in which a suit or other proceeding can be brought before a court or other governmental entity of appropriate jurisdiction to collect amounts due, the billed Party shall not be entitled to dispute the billing Party’s statement(s) based on the billing Party’s failure to submit them in a timely fashion.
Charges and Payment Terms 4.1 The Customer shall pay the Charges in accordance with this Clause 4.
4.2 Subject to the provisions of Clauses 4.3 and 4.11, the Charges shall not be increased during the Initial Service Term.
4.3 MTN Business shall be entitled to amend Call Charges/Usage Charges and/or Rental Charges/Monthly Fees on thirty (30) Business Days’ notice and, A
4.4 Call Charges and/or Usage Charges shall accrue from the date on which the Customer commences use of the Service and may be invoiced by MTN Business monthly in arrears.
4.5 Installation Charges and/or Set Up Charges shall accrue on the relevant Service Activation Date or Acceptance Date and may be invoiced by MTN Business on or at any time thereafter.
4.6 Rental Charges and/or Monthly Fees shall accrue from the relevant Service Activation Date or Acceptance Date and may be invoiced by MTN Business monthly in advance. Service provided for part of a month will be charged on a pro-rata basis.
4.7 MTN Business will commence invoicing should the Customer delay installation due to the Customer’s fault and is unreasonable.
4.8 Any invoice for Charges shall be due on issue of the invoice and shall be paid by the Customer within thirty (30) days of the date of the invoice.
4.9 Interest shall accrue on any overdue invoice from the due date until payment (whether before or after judgment) at the annual rate of two (2) percent above the base lending rate from time to time of Standard Bank of South Africa.
4.10 All Charges or other sums which may from time to time be due, owing or incurred to MTN Business are stated exclusive of value added tax and any similar sales tax, levy or duty which shall be payable by the Customer and invoiced by MTN Business at the then prevailing rate where the Service is provided.
4.11 The Customer agrees to comply with any obligation as to minimum usage and/or minimum payment as may be set out in the relevant Service Order, except to any extent that any non-compliance in this respect is the direct result of MTN Business’ negligence or breach of this Agreement. The Customer also agrees to comply with any Initial Service Term commitment. Any breach by the Customer of its obligations under this Clause 4.11 shall entitle MTN Business to:
4.11.1 in the case of a minimum usage or payment commitment, increase to no more than the then prevailing MTN Business base rate, the Charges for the relevant Service with effect from the commencement of the period to which the breach relates; or
4.11.2 in the case of early termination of a Service (or part of a Service) any time from acceptance of a Service Order by MTN Business to the expiry of the Initial Service Term, levy an early termination charge upon the Customer (which the Customer hereby acknowledges to be reasonable and a genuine pre-estimate of MTN Business' loss) equal to: (i) 100% (one hundred percent) of the remaining Rental Charges or Monthly Fees payable by Customer for the unexpired portion of the Initial Service Term; and (ii) any termination charges or other costs or expenses incurred by MTN Business for the cancellation of the local access circuits or related services or equipment provided to MTN Business in connection with the Service.
Charges and Payments 14.1 Our charges will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection with the transactions effected on your behalf.
14.2 You will pay any amount owed to us upon demand in freely transferable, cleared and available same day funds in the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction or withholding for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”), you agree that the de minimis amount shall be irrevocably transferred to us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable by you as a separate debt.
14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to time, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time of the change.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
CHARGES AND PAYMENT 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period.
6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement.
6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice.
6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied.
6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount.
6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40.
6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.
Disputed Amounts 28.1.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Non-Paying Party”) shall, prior to the ▇▇▇▇ Due Date, give written notice to the Billing Party of the amounts it disputes (“Disputed Amounts”) and include in such written notice the specific details and reasons for disputing each item; provided, however, a failure to provide such notice by that date shall not preclude a Party from subsequently challenging billed charges provided that such charges were paid. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. Notwithstanding the foregoing, except as provided in Section 28.2, a Party shall be entitled to dispute only those charges for which the Date was within the immediately preceding eighteen (18) months of the date on which the other Party received notice of such Disputed Amounts.
28.1.2 If the Non-Paying Party disputes charges and the dispute is resolved in favor of such Non-Paying Party, the Billing Party shall credit the invoice of the Non-Paying Party for the amount of the Disputed Amounts along with any applicable late payment charges no later than the second ▇▇▇▇ Due Date after the resolution of the Dispute. Accordingly, if a Non-Paying Party disputes charges and the dispute is resolved in favor of the Billing Party, the Non-Paying Party shall pay the Billing Party the amount of the Disputed Amounts and any associated late payment charges no later than the second ▇▇▇▇ Due Date after the resolution of the Dispute. Late payment charges shall be assessed as set forth in Section 27.8.
28.1.3 If the Parties are unable to resolve the issues related to the Disputed Amounts in the normal course of business within sixty (60) days after delivery to the Billing Party of notice of the Disputed Amounts, each of the Parties shall appoint a designated representative who has authority to settle the Dispute and who is at a higher level of management than the persons with direct responsibility for administration of this Agreement. The designated representatives shall meet as often as they reasonably deem necessary in order to discuss the Dispute and negotiate in good faith in an effort to resolve such Dispute. The specific format for such discussions will be left to the discretion of the designated representatives; however all reasonable requests for relevant information made by one Party to the other Party shall be honored.
28.1.4 If the Parties are unable to resolve issues related to the Disputed Amounts within forty-five (45) days after the Parties' appointment of designated representatives pursuant to Section 28.3, then either Party may file a complaint with the Commission to resolve such issues or proceed with any other remedy pursuant to law or equity. The Commission or the FCC may direct payment of any or all Disputed Amounts (including any accrued interest) thereon or additional amounts awarded, plus applicable late fees, to be paid to either Party.
28.1.5 The Parties agree that all negotiations pursuant to this Section 28.1 shall remain confidential in accordance with Article XX and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.