Common use of Charges, Payment and Recovery of Sums Due Clause in Contracts

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServicesService. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice the Customer UKRI as specified in the AgreementContract. Each invoice shall include such supporting information required by the Customer UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer UKRI may, without prejudice to any other rights and remedies under the AgreementContract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph clause 5.4 after a reasonable time has passedpassed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the Customer shall pay the undisputed amountinvoice in its entirety. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Agreement Contract for a failure to pay undisputed sums in accordance with clause 16.418.5. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1921. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If a any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of an undisputed any such amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerTrust, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the provision of the performance of the Services. 5.2 . All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate where applicable. The Customer Trust shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 . The Supplier Contractor shall invoice the Customer as specified Trust in the Agreementaccordance with Annex 2 (Charges). Each invoice shall include such supporting information required by the Customer Trust to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). In consideration of the supply of the Services by the SupplierContractor, the Customer Trust shall pay the Supplier Contractor the invoiced amounts via BACS no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order NumberNumber and appropriate BACS details. The Customer Trust may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 . If the Customer Trust fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 passed (which shall be no less than 14 Working Days). If there is a dispute between the Parties as to the amount invoiced, the Customer Trust shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.417.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1923. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice 5.4 All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Customer shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Contractor a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 thirty (30) days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.8 Where the Contractor enters into a sub-contract, the Contractor shall include in that sub-contract: 5.9 provisions having the same effects as clauses 5.3 to 5.7 of this Agreement; and 5.10 a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 5.3 to 5.8 of this Agreement. 5.11 In this clause 5.8, “sub-contract” means a contract between two or more Contractors, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. 5.12 If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 6.1 The Charges for the Goods or Services shall be as set out in the Purchase Order and / or Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods or Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Goods or Services. 5.2 6.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods or Services. 5.3 6.3 The Supplier shall invoice the Customer as specified in the this Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods or Services supplied in the invoice period. 5.4 6.4 Invoices must be submitted in PDF format: to ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇ 6.5 In consideration of the supply of the Goods or Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the this Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 6.6 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 6.4 after a reasonable time has passed. 5.6 6.7 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods or Services unless the Supplier is entitled to terminate the this Agreement for a failure to pay undisputed sums in accordance with clause 16.417.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1920. 5.7 6.8 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice 5.4 All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Customer shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Contractor a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 5.7 If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. ‌ 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice 5.4 All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Customer shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Contractor a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. ‌ 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 Where the Contractor enters into a sub-contract, the Contractor shall include in that sub-contract: 5.7.1 provisions having the same effects as clauses 5.3 to 5.6 of this Agreement; and 5.7.2 a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 5.3 to 5.7 of this Agreement. 5.8 In this clause 5.8, “sub-contract” means a contract between two or more Contractors, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. 5.9 If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 4.1. The Charges for the Services Goods shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the ServicesGoods. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance supply of the ServicesGoods, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate4.2. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect Following Delivery of the Services. 5.3 The Supplier Goods, the Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services Goods supplied in the invoice period. 5.4 4.3. In consideration of the supply of the Services Goods by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. 4.4. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer mayshall, without prejudice following the receipt of a valid VAT invoice, pay to any other rights and remedies under the Agreement, withhold or reduce payments Contractor a sum equal to the VAT chargeable in respect of the event of unsatisfactory performanceGoods. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 4.5. If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services Goods unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.417.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1920. 5.7 4.6. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 4.7. If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of The Contractor shall add VAT which shall be charged to the Agreement Price at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Servicesrate as applicable. 5.3 The Supplier shall invoice Authority may elect to pay for the Customer services by invoice, Government Procurement Card or such other method as specified in the AgreementParties may agree. Each invoice shall include such supporting information required by To enable the Customer to verify the accuracy of the invoicecharges, the Supplier shall provide supportive information as the Customer requires, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice periodsupplied. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts charges no later than 30 days after verifying that the invoice charge is valid and undisputed and includes undisputed. If paying by invoice, a valid Purchase Order Number. Number is required. 5.5 If the Customer fails to consider and verify a charge in a timely fashion the charge shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 5.7 If there is a dispute between the Parties as to the amount invoicedcharged, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)clause

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 Where the Contractor enters into a sub-contract, the Contractor shall include in that sub-contract: 5.7.1 provisions having the same effects as clauses 5.3 to 5.6 of this Agreement; and 5.7.2 a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effect as 5.3 to 5.7 of this Agreement. 5.8 In this clause 5.8, “sub-contract” means a contract between two or more Contractors, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. 5.9 If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice 5.4 All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Customer shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Supplier a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerTrust, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the provision of the performance of the Services. 5.2 . All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate where applicable. The Customer Trust shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 . The Supplier Contractor shall invoice the Customer as specified Trust in the Agreementaccordance with Annex 2 (Charges). Each invoice shall include such supporting information required by the Customer Trust to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). In consideration of the supply of the Services by the SupplierContractor, the Customer Trust shall pay the Supplier Contractor the invoiced amounts via BACS no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order NumberNumber and appropriate BACS details. The Customer Trust may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 . If the Customer Trust fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 passed (which shall be no less than 14 Working Days). If there is a dispute between the Parties as to the amount invoiced, the Customer Trust shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.427.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1933. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 5.1. The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 5.2. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 5.3. The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.4. In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.5. If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 5.6. If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.7. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.8. Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: 5.8.1. provisions having the same effects as clauses 5.3 to 5.7 of this Agreement; and 5.8.2. a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 5.3 to 5.8 of this Agreement. 5.8.3. In this clause 5.8, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. 5.9. If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)) Act 1998. 5.8 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: 5.8.1 provisions having the same effects as clauses 5.3 to 5.7 of this Agreement; and

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.7 Where the Contractor enters into a sub-contract, the Contractor shall include in that sub-contract: 5.7.1 provisions having the same effects as clauses 5.3 to 5.6 of this Agreement; and 5.7.2 a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 5.3 to 5.7 of this Agreement. 5.8 In this clause 5.8, “sub-contract” means a contract between two or more Contractors, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. 5.9 If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 5.1. The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 5.2. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 5.3. The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.4. In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.5. If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 5.6. If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.7. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)) Act 1998. 5.8. Where the Supplier enters into a sub- contract, the Supplier shall include in that sub-contract: 5.8.1. provisions having the same effects as clauses 5.3 to 5.7 of this Agreement; and 5.8.2. a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effect as

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServicesService. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice the Customer UKRI as specified in the AgreementContract. Each invoice shall include such supporting information required by the Customer UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer UKRI may, without prejudice to any other rights and remedies under the AgreementContract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph clause 5.4 after a reasonable time has passedpassed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the Customer shall pay the undisputed amountinvoice in its entirety. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Agreement Contract for a failure to pay undisputed sums in accordance with clause 16.418.5. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1921. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay Where the Supplier interest at enters into a sub-contract, the interest rate specified Supplier shall include in that sub-contract: (a) provisions having the Late Payment same effects as clauses 5.3 to 5.6 (inclusive) of Commercial Debts this Contract; and (Interest)b) a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effects as clauses

Charges, Payment and Recovery of Sums Due. 5.1 4.1 The Charges for the Services Goods shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Provider in respect of the supply of the ServicesGoods. Unless otherwise agreed in writing by the CustomerAuthority, the Charges shall include every cost and expense of the Supplier Provider directly or indirectly incurred in connection with the performance supply of the ServicesGoods, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect 4.2 Following Delivery of the Services. 5.3 The Supplier Goods, the Provider shall invoice the Customer Authority as specified in the Agreement. Each invoice shall include such supporting information required by the Customer Authority to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services Goods supplied in the invoice period. 5.4 4.3 The Authority shall consider and verify each valid invoice in a timely fashion. Where there is an undue delay in complying with this requirement, an invoice shall be regarded as valid and undisputed after a reasonable time has passed. 4.4 In consideration of the supply of the Services Goods by the SupplierProvider, the Customer Authority shall pay the Supplier Provider the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. 4.5 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer mayAuthority shall, without prejudice following the receipt of a valid VAT invoice, pay to any other rights and remedies under the Agreement, withhold or reduce payments Provider a sum equal to the VAT chargeable in respect of the event of unsatisfactory performanceGoods. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 4.6 If there is a dispute between the Parties as to the amount invoiced, the Customer Authority shall pay the undisputed amount. The Supplier Provider shall not suspend the supply of the Services Goods unless the Supplier Provider is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.417.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1920. 5.7 4.7 If a payment of an undisputed amount is not made by the Customer Authority by the due date, then the Customer Authority shall pay the Supplier Provider interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 4.8 If any sum of money is recoverable from or payable by the Provider under the Agreement (including any sum which the Provider is liable to pay to the Authority in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Authority from any sum then due, or which may come due, to the Provider under the Agreement or under any other agreement or contract with the Authority. The Provider shall not be entitled to assert any credit, set-off or counterclaim against the Authority in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 5.1. The Charges for the Services shall be as set out in the Award Letter Annex 2 and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate5.2. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.3. In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice 5.4. All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Customer shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Supplier a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 5.5. If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 5.7. If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 ‌ 8.1 Unless otherwise provided in the Order or Specification or otherwise agreed by the Parties in writing: 8.1.1 in respect of the Goods: the Supplier shall invoice the Customer on or at any time after completion of the Delivery; and/or 8.1.2 in respect of the Services: the Supplier shall invoice the Customer on completion of the Services. 8.1.3 Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 8.2 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless Goods and/or Services and, unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance supply of the ServicesGoods (including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage) and/or the Services.‌ 8.3 Where the Supplier submits an invoice to the Customer in accordance with clause 8.2, the Customer will consider and verify that invoice within 7 days.‌ 8.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days from the date on which the Customer has determined that the invoice is valid and undisputed. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance.‌ 8.5 Where the Customer fails to comply with clause 8.3 and there is undue delay in‌ considering and verifying the invoice, the invoice shall be regarded as valid and undisputed, for the purposes of clause 8.4, 7 days after receipt of the invoice by the Customer. 5.2 8.6 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: 8.6.1 Provisions having the same effect as clauses 8.3 - 8.5 of this Agreement; and 8.6.2 A provision requiring the counterpart to that sub-contract to include in any sub- contract which it awards provisions having the same effect as clauses 8.3 - 8.5 of this Agreement. 8.7 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 8.8 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Goods and/or the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.419.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1922. 5.7 8.9 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 8.10 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)) ▇▇▇ ▇▇▇▇. 5.8 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: 5.8.1 provisions having the same effects as clauses 5.3 to 5.7 of this Agreement; and

Charges, Payment and Recovery of Sums Due. 5.1 6.1 The Charges for the Goods and Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the delivery of the Goods and performance of the Services. 5.2 6.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 6.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and Services supplied in the invoice period. 5.4 6.4 In consideration of the supply of the Goods and Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 6.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 6.4 after a reasonable time has passed. 5.6 6.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.418.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1921. 5.7 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)) ▇▇▇ ▇▇▇▇. 6.8 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: 6.8.1 provisions having the same effects as clauses 6.3 to 6.7 of this Agreement; and

Charges, Payment and Recovery of Sums Due. 5.1 ‌ The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 . All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 . The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 . In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 . If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 . If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 . If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.8.1 provisions having the same effects as clauses 5.3 to 5.7 of this Agreement; and 5.8.2 a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 5.3 to 5.8 of this Agreement. 5.8.3 In this clause 5.8, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 4.1 The Charges for the Services Goods shall be as set out in the Award Letter tender submission and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the ServicesGoods. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance supply of the ServicesGoods, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage. 5.2 4.2 Following Delivery of the Goods, the Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods supplied in the invoice period. 4.3 In consideration of the supply of the Goods by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order Number. 4.4 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the ServicesGoods. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 4.5 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services Goods unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.417.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1920. 5.7 4.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 4.7 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 4.1 The Charges for the Services shall be as are set out in the Award Letter PO and shall be are the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerGFSL, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 4.2 The Supplier shall invoice GFSL as specified in the Agreement. Each invoice shall include such supporting information required by GFSL to verify the accuracy of the invoice, including the relevant PO number and a breakdown of the Services supplied in the invoice period. 4.3 In consideration of the supply of the Services by the Supplier, GFSL shall pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid PO number. GFSL may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 4.4 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer GFSL shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 4.5 If there is a dispute between the Parties as to the amount invoiced, the Customer GFSL shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.415.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1918. 5.7 4.6 If a payment of an undisputed amount is not made by the Customer GFSL by the due date, then the Customer GFSL shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 4.7 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to GFSL in respect of any breach of the Agreement), that sum may be deducted unilaterally by GFSL from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with GFSL. The Supplier cannot assert any credit, set-off or counterclaim against GFSL in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerTrust, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the provision of the performance of the Services. 5.2 . All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate where applicable. The Customer Trust shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 . The Supplier Contractor shall invoice the Customer Trust quarterly in arrears and as specified in the Agreement. Each invoice shall include such supporting information required by the Customer Trust to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). In consideration of the supply of the Services by the SupplierContractor, the Customer Trust shall pay the Supplier Contractor the invoiced amounts via BACS no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order NumberNumber and appropriate BACS details. The Customer Trust may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 . If the Customer Trust fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 passed (which shall be no less than 14 calendar days). If there is a dispute between the Parties as to the amount invoiced, the Customer Trust shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.417.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1923. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Goods and/or Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Goods and/or Services. Unless otherwise agreed in writing by the CustomerUKRI, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and/or performance of the ServicesService. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer UKRI shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Goods and/or Services. 5.3 The Supplier shall invoice the Customer UKRI as specified in the AgreementContract. Each invoice shall include such supporting information required by the Customer UKRI to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and/or Services supplied in the invoice period. 5.4 In consideration of the supply of the Goods and/or Services by the Supplier, the Customer UKRI shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer UKRI may, without prejudice to any other rights and remedies under the AgreementContract, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer UKRI fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph clause 5.4 after a reasonable time has passedpassed (which shall be no less than 14 calendar days). 5.6 If there is a dispute between the Parties as to the amount invoiced, UKRI may reject the Customer shall pay the undisputed amountinvoice in its entirety. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Agreement Contract for a failure to pay undisputed sums in accordance with clause 16.417.5. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1920. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub- contract: (a) provisions having the same effects as clauses 5.3 to 5.6 (inclusive) of this Contract; and (b) a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effects as clauses 5.3 to 5.7 (inclusive) of this Contract. (c) In this clause 5.7, "sub-contract" means a contract between two or more suppliers, at any stage of remoteness from UKRI in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.8 If a any sum of money is recoverable from or payable by the Supplier under the Contract (including any sum which the Supplier is liable to pay to UKRI in respect of any breach of the Contract), that sum may be deducted unilaterally by UKRI from any sum then due, or which may come due, to the Supplier under the Contract or under any other agreement or contract with UKRI. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against UKRI in order to justify withholding payment of an undisputed any such amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 9.1 The Charges for the Goods and Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Goods and Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Goods and Services, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage related to the supply of goods. 5.2 9.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Goods and Services. 5.3 9.3 The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Goods and Services supplied in the invoice period. 5.4 9.4 In consideration of the supply of the Goods and Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 thirty (30) days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 9.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 9.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Goods and Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.419.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1921. 5.7 9.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 9.8 Where the Contractor enters into a sub-contract, the Contractor shall include in that sub-contract: 9.9 provisions having the same effects as clauses 9.3 to 9.7 of this Agreement; and 9.10 a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 9.3 to 9.8 of this Agreement. 9.11 In this clause 9.8, “sub-contract” means a contract between two or more Contractors, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. 9.12 If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rateVAT. The Customer shall, following the receipt of a valid VAT invoiceinvoice as outlined in clause 5.4, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 All payments made by the Customer shall be made by bank transfer to the bank account indicated in the contract or by separate official Supplier notification. Payments will be free and clear of all bank charges imposed by the Customer bank. For the avoidance of doubt, the Customer is not responsible for any charges imposed by the Suppliers’ bank or any intermediary bank required by the Supplier. 5.4 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including without limitation the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.5 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 thirty (30) days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.6 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 5.5 after a reasonable time has passed. 5.6 5.7 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.415.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1918. 5.7 5.8 If a payment of an undisputed amount is not made by the Customer by the due datedate as mentioned in clause 5.5, then the Customer shall pay the Supplier interest at the statutory interest rate specified rate. 5.9 Where the Supplier enters into a sub-contract, in accordance with Section 9, the Late Payment Supplier shall include in that sub-contract: 5.9.1 provisions having the same effects as clauses 5.3 to 5.8 of Commercial Debts this Agreement; and 5.9.2 a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effect as 5.3 to 5.8 of this Agreement. 5.9.3 In this clause 5.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (Interestor contributing to the performance of) the whole or any part of this Agreement. 5.10 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 5.1. The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the performance of the Services. 5.2 5.2. All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 5.3. The Supplier Contractor shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.4. In consideration of the supply of the Services by the SupplierContractor, the Customer shall pay the Supplier Contractor the invoiced amounts no later than 30 thirty (30) days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.5. If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 5.6. If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.7. If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Contractor interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998. 5.8. Where the Contractor enters into a sub-contract, the Contractor shall include in that sub-contract: 5.9. provisions having the same effects as clauses 5.3 to 5.7 of this Agreement; and a provision requiring the counterparty to that sub-contract to include in any subcontract which it awards provisions having the same effect as 5.3 to 5.8 of this Agreement. 5.10. In this clause 5.8, “sub-contract” means a contract between two or more Contractors, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. 5.11. If any sum of money is recoverable from or payable by the Contractor under the Agreement (including any sum which the Contractor is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Contractor under the Agreement or under any other agreement or contract with the Customer. The Contractor shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges Contractor shall submit invoices for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration payment of the Supplier Charges to the Council monthly in respect of arrears unless otherwise stated to the supply of the Services. Unless otherwise agreed contrary in writing by the CustomerSchedule 2, the Council shall pay the Charges shall include every cost and expense of to the Supplier directly or indirectly incurred Contractor in connection accordance with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable payment plan outlined in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the AgreementSchedule 2. Each invoice shall include such supporting information required by the Customer Council to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration . Each invoice shall be addressed to the Council’s Representative and shall contain all appropriate references and a detailed breakdown of the Services and shall be supported by any other documentation reasonably required by the Council’s Representative to substantiate the invoice. Unless otherwise stated in Schedule 2 the Charges shall: remain fixed during the Term; and be the full and exclusive remuneration of the Contractor in respect of the supply of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the SupplierContractor, the Customer travel and subsistence expenses and Staff costs. The Council shall pay the Supplier Contractor the invoiced amounts no later than 30 days [ten (10) OR twenty (20)] Working Days after verifying that the invoice is receipt of a valid and undisputed and includes a valid invoice quoting the relevant Purchase Order Number. The Customer Council may, without prejudice to any other rights and remedies under the AgreementAgreement or otherwise, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify performance or if it receives an invoice in a timely fashion the invoice shall be regarded as which it believes is not valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums and/ or properly due in accordance with clause 16.44.6 and 4.7 below. Any disputed amounts shall be resolved through . If Schedule 6 (Conditions Applicable to Works) applies to the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by Order, the Customer by the due date, then the Customer shall Council will only pay the Supplier interest at Contractor the interest rate specified in total value of any Offsite Materials if the Late Payment of Commercial Debts (Interest)Contractor can show to the Supervising Officer’s reasonable satisfaction:

Charges, Payment and Recovery of Sums Due. 5.1 6.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 6.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 6.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 6.4 In consideration of the supply of the Goods and Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 6.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 6.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.417.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1920. 5.7 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rateVAT. The Customer shall, following the receipt of a valid VAT invoiceinvoice as outlined in clause 5.4, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 All payments made by the Customer shall be made by bank transfer to the bank account indicated in the contract or by separate official Supplier notification. Payments will be free and clear of all bank charges imposed by the Customer bank. For the avoidance of doubt, the Customer is not responsible for any charges imposed by the Suppliers’ bank or any intermediary bank required by the Supplier. 5.4 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including without limitation the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.5 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 thirty (30) days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 5.6 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 5.5 after a reasonable time has passed. 5.6 5.7 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.415.5. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1918. 5.7 5.8 If a payment of an undisputed amount is not made by the Customer by the due datedate as mentioned in clause 5.5, then the Customer shall pay the Supplier interest at the statutory interest rate specified rate. 5.9 Where the Supplier enters into a sub-contract, in accordance with Section 9, the Late Payment Supplier shall include in that sub-contract: 5.9.1 provisions having the same effects as clauses 5.3 to 5.8 of Commercial Debts this Agreement; and 5.9.2 a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effect as 5.3 to 5.8 of this Agreement. 5.9.3 In this clause 5.9, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (Interestor contributing to the performance of) the whole or any part of this Agreement. 5.10 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 6.1 The Charges for the Services shall be as set out in the Award Letter Annex 1 and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 6.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 6.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 6.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 6.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 6.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.417.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1920. 5.7 6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Annex 1 and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest),

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Form of Contract and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerEMH, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer EMH shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer EMH as specified in the Agreement. Each invoice shall include such supporting information required by the Customer EMH to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer EMH shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer EMH may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer EMH fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer EMH shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer EMH by the due date, then the Customer EMH shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoiceinvoice as outlined in clause 5.3, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including without limitation the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.415.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1918. 5.7 If a payment of an undisputed amount is not made by the Customer by the due datedate as mentioned in clause 5.4, then the Customer shall pay the Supplier interest at the statutory interest rate specified rate. 5.8 Where the Supplier enters into a sub-contract, in accordance with Section 9, the Late Payment Supplier shall include in that sub-contract: 5.8.1 provisions having the same effects as clauses 5.3 to 5.7 of Commercial Debts this Agreement; and 5.8.2 a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effect as 5.3 to 5.7 of this Agreement. 5.8.3 In this clause 5.8, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (Interestor contributing to the performance of) the whole or any part of this Agreement. 5.9 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerCouncil, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer Council shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer Council as specified in the Agreement. Each invoice shall include such supporting information required by the Customer Council to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer Council shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer Council may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer Council fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer Council shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer Council by the due date, then the Customer Council shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Contractor in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerTrust, the Charges shall include every cost and expense of the Supplier Contractor directly or indirectly incurred in connection with the provision of the performance of the Services. 5.2 . All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate where applicable. The Customer Trust shall, where applicable and following the receipt of a valid VAT invoice, pay to the Supplier Contractor a sum equal to the VAT chargeable in respect of the Services. 5.3 . The Supplier Contractor shall invoice the Customer as specified Trust in the Agreementaccordance with Annex 2 (Charges). Each invoice shall include such supporting information required by the Customer Trust to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 period as well as appropriate details in order to allow for payment via BACS transfer (sort code and bank account details). In consideration of the supply of the Services by the SupplierContractor, the Customer Trust shall pay the Supplier Contractor the invoiced amounts via BACS no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order NumberNumber and appropriate BACS details. The Customer Trust may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 . If the Customer Trust fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 passed (which shall be no more than 14 calendar days). If there is a dispute between the Parties as to the amount invoiced, the Customer Trust shall pay the undisputed amount. The Supplier Contractor shall not suspend the supply of the Services unless the Supplier Contractor is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.417.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1923. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Agreement and shall be the full and exclusive remuneration of the Supplier Consultant in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier Consultant directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier Consultant a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Consultant shall invoice the Customer as specified in arrears: 5.3.1 In respect of Stage 1 fees, at the Agreementend of stage 1; 5.3.2 In respect of Stage 2 fees, after practical completion, and the consequent submission of a short written report to the project team. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the SupplierConsultant, the Customer shall pay the Supplier Consultant the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier Consultant shall not suspend the supply of the Services unless the Supplier Consultant is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier Consultant interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If 5.4 Any invoices for payment submitted by the Supplier will be considered and verified by the Customer fails to consider and verify an invoice in a timely fashion the and that undue delay in doing so is not to be sufficient justification for failing to regard an invoice shall be regarded as valid and undisputed for undisputed. 5.5 All amounts stated are exclusive of VAT which shall be charged at the purpose prevailing rate. The Customer shall, following the receipt of paragraph 5.4 after a reasonable time has passedvalid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 5.8 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part. 5.9 Any subcontract awarded by the contractor contains suitable provisions to impose, as between the parties to the subcontract— 5.9.1 requirements to the same effect as those which sub-paragraphs 4.3 and 4.4 require to be imposed as between the parties to the public contract; and

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier Provider in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerAuthority, the Charges shall include every cost and expense of the Supplier Provider directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier Provider shall invoice the Customer Authority as specified in the Agreement. Each invoice shall include such supporting information required by the Customer Authority to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.3 The Authority shall consider and verify each valid invoice in a timely fashion. Where there is an undue delay in complying with this requirement, an invoice shall be regarded as valid and undisputed after a reasonable time has passed. 5.4 In consideration of the supply of the Services by the SupplierProvider, the Customer Authority shall pay the Supplier Provider the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer Authority may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Authority shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Provider a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer Authority shall pay the undisputed amount. The Supplier Provider shall not suspend the supply of the Services unless the Supplier Provider is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 If a payment of an undisputed amount is not made by the Customer Authority by the due date, then the Customer Authority shall pay the Supplier Provider interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 5.8 If any sum of money is recoverable from or payable by the Provider under the Agreement (including any sum which the Provider is liable to pay to the Authority in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Authority from any sum then due, or which may come due, to the Provider under the Agreement or under any other agreement or contract with the Authority. The Provider shall not be entitled to assert any credit, set-off or counterclaim against the Authority in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice 5.4 All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Customer shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Supplier a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 5.7 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The CNC will pay for goods once they have been received and the purchase order receipted, we aim to complete payment within 10 days of receipt of the goods and a valid purchase order. 5.2 Payment terms for services shall be quarterly, based on an up to date purchase order being provided to the supplier from CNC which the supplier shall quote on all invoices. 5.3 The CNC reserves the right to request a yearly price for services however they do not agree to advance payments and reserve the right to pay quarterly. 5.4 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 5.5 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.6 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice 5.7 All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Customer shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Supplier a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 5.8 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.416.3. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1920. 5.7 5.9 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 5.10 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Agreement and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 5.3 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the receipt of a valid invoice is valid and undisputed and which includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice 5.4 All amounts stated are exclusive of VAT which shall be regarded as charged at the prevailing rate. The Customer shall, following the receipt of a valid and undisputed for VAT invoice, pay to the purpose Supplier a sum equal to the VAT chargeable in respect of paragraph 5.4 after a reasonable time has passedthe Services. 5.6 5.5 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 5.6 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) ▇▇▇ ▇▇▇▇. 5.7 If any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Customer in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Customer from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Customer. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Customer in order to justify withholding payment of any such amount in whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter Purchase Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the Customer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer as specified in the Agreement. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.415.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 1918. 5.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)

Charges, Payment and Recovery of Sums Due. 5.1 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerCouncil, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Customer Council shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. 5.3 The Supplier shall invoice the Customer Council as specified in the Agreement. Each invoice shall include such supporting information required by the Customer Council to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period. 5.4 In consideration of the supply of the Services by the Supplier, the Customer Council shall pay the Supplier the invoiced amounts no later than 30 days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer Council may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 If the Customer Council fails to consider and verify an invoice in a timely fashion the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passed. 5.6 If there is a dispute between the Parties as to the amount invoiced, the Customer Council shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause 16.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: 5.7.1 provisions having the same effects as clauses 5.3 to 5.6 of this Agreement; and 5.7.2 a provision requiring the counterparty to that sub-contract to include in any sub- contract which it awards provisions having the same effect as 5.3 to 5.7 of this Agreement. 5.7.3 In this clause 5.7, “sub-contract” means a contract between two or more suppliers, at any stage of remoteness from the Council in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement. 5.8 If a any sum of money is recoverable from or payable by the Supplier under the Agreement (including any sum which the Supplier is liable to pay to the Council in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Council from any sum then due, or which may come due, to the Supplier under the Agreement or under any other agreement or contract with the Council. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Council in order to justify withholding payment of an undisputed any such amount is not made by the Customer by the due date, then the Customer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)whole or in part.

Charges, Payment and Recovery of Sums Due. 5.1 4.1 The Charges for the Services shall be as set out in the Award Letter Schedule 3 and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Services. Unless otherwise agreed in writing by the CustomerCouncil, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.2 4.2 All amounts stated are exclusive of VAT which shall be charged at the prevailing raterate as applicable. The Customer Council shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Services. The Supplier shall indemnify the Council against any liability (including any interest, penalties or costs incurred) which is levied, demanded or assessed on the Council at any time in respect of the Supplier's failure to account for, or to pay, any VAT relating to payments made to the Supplier under this agreement. 5.3 4.3 The Council shall accept and process for payment an electronic invoice submitted for payment by the Supplier where the invoice is undisputed and where it complies with the standard on electronic invoicing. 4.4 For the purposes of clause 4.3, an electronic invoice complies with the standard on electronic invoicing where it complies with the standard referred to in the Public Procurement (Electronic Invoices etc.) Regulations 2019 (2019/624). 4.5 The Supplier shall invoice the Customer Council as specified in the this Agreement. Each invoice shall include such supporting information required by the Customer Council to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period.. Non-compliant invoices will be sent back to the Supplier which may lead to a delay in payment 5.4 4.6 In consideration of the supply of the Services by the Supplier, the Customer Council shall pay the Supplier the invoiced amounts no later than 30 days ten (10) Working Days after verifying that the invoice is valid and undisputed and includes a valid Purchase Order Number. The Customer Council may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance. 5.5 4.7 If the Customer Council fails to consider and verify an invoice in or raise a timely fashion dispute within ten (10) Working Days of receipt the invoice shall be regarded as valid and undisputed for the purpose of paragraph 5.4 after a reasonable time has passedclause 4.6. 5.6 4.8 If there is a dispute between the Parties as to the amount invoiced, the Customer Council shall pay the undisputed amount. The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the this Agreement for a failure to pay undisputed sums in accordance with clause 16.415.4. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 19. 5.7 4.9 If a payment of an undisputed amount is not made by the Customer Council by the due date, then the Customer Council shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest)) Act 1998. 4.10 Where the Supplier enters into a sub-contract, the Supplier shall include in that sub-contract: 4.10.1 provisions having the same effects as clauses 4.5 to 4.9 of this Agreement; and 4.10.2 a provision requiring the counterparty to that sub-contract to include in any sub-contract which it awards provisions having the same effect as 4.5 to 4.10 of this Agreement.