Common use of PRICING, INVOICING, AND PAYMENTS Clause in Contracts

PRICING, INVOICING, AND PAYMENTS. ‌ 5.1 Company shall pay Contractor in accordance with the rates and charges set out in the Contract for the Services duly provided; such rates and fees to remain fixed for the term of the Contract unless otherwise expressly (i) provided in the Contract or (ii) agreed in writing between the Parties. 5.2 Unless the Contract provides otherwise, Contractor shall deliver to Company within the first ten (10) days of each month an invoice covering the Services provided during the previous month. Invoices shall be submitted in the number and form requested by Company, accompanied by such certification and documentation as Company may require. 5.3 When Company receives an invoice from Contractor conforming to Article 5.2 (each a “Conforming Invoice”), Company will, unless a dispute is raised under Article 5.4, pay the Conforming Invoice within 30 days of receipt thereof. 5.4 If Company disputes any Conforming Invoice in whole or in part (each a “Disputed Invoice”), Company will notify Contractor of the dispute as soon as reasonably practicable. 5.5 When a dispute is raised under Article 5.4, Contractor must issue a credit note (“Credit Note”) to Company for the disputed portion of the Disputed Invoice (“Disputed Portion”) in the form requested by Company. Contractor must also immediately issue a new invoice in respect of the Disputed Portion (“Disputed Portion Invoice”) in the form requested by Company. 5.6 If a Disputed Invoice has not already been paid by Company prior to a dispute being raised under Article 5.4, then Company will pay the undisputed portion of such Disputed Invoice within 30 days of receipt of both a Credit Note and Disputed Portion Invoice pursuant to Article 5.5. 5.7 When a dispute is raised under Article 5.4, Company and Contractor shall discuss the dispute in good faith with the aim of determining the amount, if any, that should be paid in respect of the Disputed Portion Invoice (“Determined Amount”).‌ 5.8 When a Determined Amount is determined in accordance with Article 5.7 or Article 15: (a) Contractor must promptly issue a credit note to Company in the form required by Company to the extent that the amount of the Disputed Portion Invoice is in excess of the Determined Amount; and (b) Company will pay such amount of the Disputed Portion Invoice that is equal to the Determined Amount within 30 days of such determination or, if later, of receipt of the credit note (if required) referred to in Article 5.8(a). 5.9 Should Contractor not be satisfied with the timeliness of payment of Conforming Invoices by Company, it shall be entitled to notify Company of its dissatisfaction, setting out full details of the reasons for its dissatisfaction and as well as full details of the dates on which all relevant Conforming Invoices were issued and the dates and amounts of any payments made by Company in respect of such Conforming Invoices. Company will then meet with Contractor to discuss Contractor’s dissatisfaction in good faith and shall thereafter use all reasonable endeavours to address Contractor’s concerns to the satisfaction of Contractor. 5.10 Company may set off against payments due to Contractor any amounts due to Company from Contractor. 5.11 No payment by Company shall prejudice Company’s rights to question or dispute an invoice and require adjustment thereof, or pursue or recover any Claims against Contractor. 5.12 Unless otherwise agreed by the Parties, invoices shall be submitted and payable in the currency stated in the Contract.

PRICING, INVOICING, AND PAYMENTS. ‌ 5.1 5.1. Company shall will pay Contractor in accordance with the rates and charges set out in the Contract for the Services duly provided; such rates and fees to remain fixed for the term of the Contract unless otherwise expressly expressly (i) provided in the Contract or (ii) agreed in writing between the Parties. 5.2 5.2. Unless the Contract provides otherwise, Contractor shall must deliver to Company within the first ten (10) days of each month an invoice covering the Services provided during the previous month. Invoices shall are to be submitted in the number and form requested by Company, accompanied by such certification and documentation as Company may require. 5.3 5.3. When Company receives an invoice from Contractor conforming to Article 5.2 (each a “Conforming Invoice”), Company will, unless a dispute is raised under Article 5.4, pay the Conforming Invoice within 30 days of receipt thereof. 5.4 5.4. If Company disputes any Conforming Invoice in whole or in part (each a “Disputed Invoice”), Company will notify Contractor of the dispute as soon as reasonably practicable. 5.5 5.5. When a dispute is raised under Article 5.4, Contractor must issue a credit note (“Credit Note”) to Company for the disputed portion of the Disputed Invoice (“Disputed Portion”) in the form requested by Company. Contractor must also immediately Company and at the same time, issue a new invoice in respect of the Disputed Portion (“Disputed Portion Invoice”) in the form requested by Company. 5.6 5.6. If a Disputed Invoice has not already been paid by Company prior to a dispute being raised under Article 5.4, then Company will pay the undisputed portion of such Disputed Invoice within 30 days of receipt of both a Credit Note and Disputed Portion Invoice pursuant to Article 5.5Article5.5. 5.7 5.7. When a dispute is raised under Article 5.4, Company and Contractor shall must discuss the dispute in good faith with the aim of determining the amount, if any, that should be paid in respect of the Disputed Portion Invoice (“Determined Amount”).‌Amount”). 5.8 5.8. When a Determined Amount is determined in accordance with Article 5.7 or Article 15: (a) Contractor must promptly issue a credit note to Company in the form required by Company to the extent that the amount of the Disputed Portion Invoice is in excess of the Determined Amount; and (b) Company will pay such amount of the Disputed Portion Invoice that is equal to the Determined Amount within 30 days of such determination or, if later, of receipt of the credit note (if required) referred to in Article 5.8(a). 5.9 5.9. Should Contractor not be satisfied with the timeliness of payment of Conforming Invoices by Company, it shall be is entitled to notify Company of its dissatisfaction, setting out full details of the reasons for its dissatisfaction and as well as full details of the dates on which all relevant Conforming Invoices were issued and the dates and amounts of any payments made by Company in respect of such Conforming Invoices. Company will then meet with Contractor to discuss Contractor’s dissatisfaction in good faith and shall will thereafter use all reasonable endeavours to address Contractor’s concerns to the satisfaction of Contractor. 5.10 5.10. Company may set off against payments due to Contractor any amounts due to Company from Contractor. 5.11 No 5.11. Any payment by Company shall does not prejudice Company’s rights to question or dispute an invoice and require adjustment thereof, or to pursue or recover any Claims against Contractor. 5.12 5.12. Unless otherwise agreed by the Parties, invoices shall are to be submitted and payable in the currency stated in the Contract.