Common use of Payments and Records Clause in Contracts

Payments and Records. 8.1 In consideration of the Services the Company shall pay to bluesource: 8.1.1 the Fees (exclusive of any value added tax); and 8.1.2 such additional charges (if any) as are from time to time agreed in writing between bluesource and the Company, having regard to any services provided by bluesource in addition to those specified in the Agreement or the Service Schedule payable at bluesource’s then current rates. 8.2 The Company shall reimburse bluesource for all expenses properly incurred in the provision of the Services and agreed with the Company in advance, such as site visits and will be payable at the following rates: 8.2.1 mileage at £0.45 per mile; 8.2.2 travel at standard/economy class fares; 8.2.3 accommodation shall not exceed £80 per night without prior agreement; and 8.2.4 subsistence shall not exceed £7.50 per day for breakfast, £7.50 per day for Lunch and £20 per evening for dinner. 8.3 The Company shall pay each invoice submitted by bluesource in full and cleared funds within 30 days of receipt in pounds sterling. 8.4 All sums payable pursuant to this Agreement are exclusive of any value added or other tax which shall be added to bluesource’s invoices at the prevailing rate. 8.5 Without prejudice to any of its other rights or remedies if the Company fails to pay on the due date for payment, bluesource may: 8.5.1 charge interest, from the date due for payment to the date of payment in full, at 2% per annum over Lloyds TSB Bank Plc base rate from time to time; and/or 8.5.2 suspend the Services without liability to the Company, until payment is received in full. Suspension of the Services under these circumstances is excluded from any availability measures or other SLAs. 8.6 Should any scheduled consultancy services be cancelled or rescheduled after the booking has been confirmed, the Company will be liable to pay the Fees (exclusive of any value added tax) as they fall due in accordance with the Service Schedule at the following percentages: 8.6.1 more than 5 days’ notice 0%; 8.6.2 between 5 days and 48 hours’ notice 25%; 8.6.3 between 48 hours and 24 hours’ notice 50%; and 8.6.4 less than 24 hours’ notice 100%. 8.7 The Company may not withhold payment of, or make any deduction from, any invoice or other amount due to bluesource by reason of any right of set-off or counterclaim which the Company may have or allege to have or for any other reason whatsoever.

Payments and Records. 8.1 In consideration 7.1 During the term of the Services this Agreement the Company shall pay to bluesource: 8.1.1 7.1.1 the Fees (exclusive of any value added tax)GST) as they fall due in accordance with the Agreement; or Service Schedule and 8.1.2 7.1.2 such additional charges (if any) as are from time to time agreed in writing between bluesource and the Company, having regard to any services provided by bluesource in addition to those specified in the Agreement or Service Schedule. These additional charges shall fall due within a reasonable time, to be agreed between the Service Schedule payable at bluesource’s then current ratesParties from time to time. 8.2 The 7.2 bluesource shall submit to the Company shall reimburse bluesource invoices and receipts: 7.2.1 for all expenses properly incurred the Fees and additional charges payable under Clause 7.1; and in accordance with the provision Schedule hereto, or if this is not possible and with the prior written agreement of the Services and agreed with Company, otherwise within a reasonable time of the Company in advance, such as site visits and will be payable at payment relating to the following rates: 8.2.1 mileage at £0.45 per mile; 8.2.2 travel at standard/economy class fares; 8.2.3 accommodation shall not exceed £80 per night without prior agreement; and 8.2.4 subsistence shall not exceed £7.50 per day for breakfast, £7.50 per day for Lunch and £20 per evening for dinnerinvoice or receipt falling due. 8.3 The Company shall pay each invoice submitted by bluesource in full and cleared funds within 30 days of receipt in pounds sterling. 8.4 7.3 All sums payable by either Party pursuant to this Agreement are exclusive of any value added GST or other tax for which that Party shall be added additionally liable; 7.4 All payments required to bluesource’s invoices at be made pursuant to this Agreement by either Party shall be made within 30 calendar days of the prevailing rate.date of receipt of a valid and undisputed invoice in Australian Dollars; 8.5 Without 7.5 If any sum payable which is properly due and owing under this Agreement, and is not subject to a bona fide dispute, and without prejudice to any Clause 8.4, is not paid within 30 calendar days of its other rights or remedies if the Company fails date due under clause 7.4, the Party to pay on whom the same is due date for payment, bluesource may: 8.5.1 reserves the right to charge interest, from the date due for payment to the date of payment in full, at 2% per annum over Lloyds TSB the National Australia Bank Plc base rate from time to time; and/or; 8.5.2 7.6 If any sum payable by the Company under this Agreement which is properly due and owing, and not being disputed, is not paid within 30 calendar days of the date due under clause 7.4, bluesource shall notify the Company in writing of such overdue invoice and the Company will, within 30 calendar days of receiving such notification, confirm to bluesource its intentions. Thereafter, bluesource reserves the right to suspend the Services Service without liability to the Companyliability, until payment is received in full. Suspension Non-availability of the Services Service under these circumstances is excluded from any availability measures or other SLAs; 7.7 Unless otherwise expressly agreed in writing between the Parties, the Fees, and such other amounts expressed to be payable by the Company under this Agreement, such amounts to be properly incurred, shall constitute the Company’s entire payment liability to bluesource under this Agreement. 8.6 7.8 Should any scheduled consultancy services be cancelled or rescheduled after the booking has been confirmed, the Company will be liable to pay the Fees (exclusive of any value added tax) as they fall due in accordance with the Service Schedule at the following percentages: 8.6.1 7.8.1 more than 5 days’ notice 0%; 8.6.2 % 7.8.2 between 5 days and 48 hours’ notice 25%; 8.6.3 % 7.8.3 between 48 hours and 24 hours’ notice 50%; and 8.6.4 less % 7.8.4 Less than 24 hours’ notice 100%. 8.7 The Company may not withhold payment of, or make any deduction from, any invoice or other amount due to bluesource by reason of any right of set-off or counterclaim which the Company may have or allege to have or for any other reason whatsoever.

Payments and Records. 8.1 In consideration of the Services the Company shall pay to bluesource: 8.1.1 the Fees (exclusive of any value added tax); and 8.1.2 such additional charges (if any) as are from time to time agreed in writing between bluesource and the CompanyParties, having regard to any services provided by bluesource in addition to those specified in the Agreement or the Service Schedule a Work Order, payable at bluesource’s then current rates. 8.2 The Company shall reimburse bluesource for all reasonable expenses properly incurred in the provision of the Services and agreed with the Company in advanceadvance in a Work Order, such as for site visits and will be payable at the following ratesvisits. Such expenses, where applicable, shall include: 8.2.1 mileage at £0.45 per milemileage; 8.2.2 travel at standard/economy class fares; 8.2.3 accommodation shall not exceed £80 per night without prior agreementaccommodation; and 8.2.4 subsistence shall not exceed £7.50 per day for breakfast, £7.50 per day for Lunch and £20 per evening for dinnersubsistence. 8.3 The Company shall pay each invoice submitted by bluesource in full and cleared funds within 30 days of receipt in pounds sterling, unless an alternative payment term has been agreed between the Parties in writing and in advance. 8.4 All sums payable pursuant to this Agreement are exclusive of any value added or other tax which shall be added to bluesource’s invoices at the prevailing rate. 8.5 bluesource reserves the right to charge to the Company the amount of any mistake, error or omission in the Fee by bluesource or any supplier; for the avoidance of doubt, such Fee may, in part, be based on the Support Data. 8.6 Without prejudice to any of its other rights or remedies if the Company fails to pay on the due date for payment, bluesource may: 8.5.1 8.6.1 charge interest, from the date due for payment to the date of payment in full, at 2% per annum over Lloyds TSB Bank Plc base rate from time to time; and/or 8.5.2 8.6.2 with prior written warning, suspend the Services without liability to the Company, until payment is received in full. Suspension of the Services under these circumstances is excluded from any availability measures or other SLAs. 8.6 8.7 Should any scheduled consultancy services be cancelled or rescheduled after the booking has been confirmed, the Company will be liable to pay the Fees (exclusive of any value added tax) as they fall due in accordance with the Service Schedule at the following percentages: 8.6.1 8.7.1 more than 5 days’ notice 0%; 8.6.2 8.7.2 between 5 days and 48 hours’ notice 25%; 8.6.3 8.7.3 between 48 hours and 24 hours’ notice 50%; and 8.6.4 8.7.4 less than 24 hours’ notice 100%. 8.7 8.8 The Company may not withhold payment ofor take deductions from any invoice amount (by offset, counterclaim, or make otherwise) before bluesource issues a credit. This includes returns, rebates, price adjustments, billing errors, shipping claims, handling fees, allowances, remittance costs and other charges. 8.9 The Company agrees that bluesource has the right at any deduction from, time before delivery of Product to withdraw any invoice or other amount due discount and/or to revise any Fee quoted if there is a change in the cost to bluesource of supplying the Products whether by reason of any right exchange rate fluctuations, third party charges or otherwise. If a Fee is increased between the Work Order being placed and delivery of set-off or counterclaim which the Product, bluesource will inform the Company as soon as possible and give the Company the option of reconfirming the Work Order at the new price or cancelling the Work Order. 8.10 bluesource tries to ensure that all prices on its website, in its marketing materials, Proposals and its price lists are accurate, but errors may have occur. If bluesource discovers an error in the Fee of the Products on the Proposal it will inform the Company as soon as possible and give the Company the option of reconfirming the Work Order at the correct price or allege to have or for any other reason whatsoevercancelling.