Common use of Price and Payment Clause in Contracts

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 5.9 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. The Contract Price shall be calculated as set out in the Commercial Schedule. Unless otherwise stated in the Commercial Schedule the Contract Price: shall be payable from the Actual Services Commencement Date; shall remain fixed during the Term; and is the entire price payable by the Authority to the Supplier in respect of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses and the cost of Staff. Unless stated otherwiseotherwise in the Commercial Schedule: where the Key Provisions confirm that the payment profile for this Contract is monthly in arrears, the Charges are Supplier shall invoice the Authority, within fourteen (14) days of the end of each calendar month, the Contract Price in respect of the Services provided in compliance with this Contract in the preceding calendar month; or where Clause 9.3.1 of this Schedule 2 does not apply, the Supplier shall invoice the Authority for Services at any time following completion of the provision of the Services in compliance with this Contract. Each invoice shall contain such information and be addressed to such individual as the Authority may inform the Supplier from time to time. The Contract Price is exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council Authority shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier of a valid and accurate tax VAT invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council Such VAT invoices shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount VAT calculations as a separate line item. The Authority shall pay each undisputed invoice received in accordance with Clause 9.3 of VAT charged separatelythis Schedule 2 within thirty (30) days of receipt of such invoice at the latest. However, the British Council may be Authority shall use its reasonable endeavours to pay such undisputed invoices sooner in accordance with any applicable government prompt payment targets. Where the Authority raises a query with respect to an invoice the Parties shall liaise with each other and agree a resolution to such query within thirty (30) days of the opinion that query being raised. If the Services being supplied under Parties are unable to agree a resolution within thirty (30) days the query shall be referred to dispute resolution in accordance with Clause 22 of this Agreement may not be subject to UK VAT, due Schedule 2. The Supplier shall pay to the place Authority any service credits that may become due in accordance with the provisions of supply not being the UK, Specification and the charging of UK VAT would therefore be inappropriateTender Response Document. The British Council Authority reserves the right to dispute payment of the UK VAT charged by deduct any monies due to the Supplier until from the issue has been resolved by a ruling in writing obtained Authority from HM Revenue & Customs by the Supplier, and that ruling shown any monies due to the British Council. The Supplier shall indemnify and keep indemnified the British Council Authority from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payableContract.

Price and Payment. Unless stated otherwise, Payment and VAT Subject to Condition 21 (Recovery of Sums Due) in consideration of the Charges are exclusive provision of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required Services by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and Contractor in accordance with the terms of this AgreementContract, the Authority shall pay the Contractor the Contract Price calculated in accordance with the provisions of Schedule Three (Prices and Rates). In The Prices and Rates in Schedule Three (Prices and Rates) shall not be subject to any form of adjustment for the event Contract Period The Contractor shall submit an original and a copy invoice to the Authority within 10 days of the completion of the Services. Each invoice shall contain all appropriate references, a detailed breakdown of the Services, and the corresponding Prices or Rates, and shall be supported by any other documentation required by the Authority’s Representative to substantiate the invoice. Subject to Condition 19.6, the Authority shall pay the Contractor within 10 Days of receiving the Contractor’s valid and properly drawn up invoice at its nominated address for invoices. The date of payment by cheque shall be the date of the cheque and the date of payment by electronic transmission shall be the date of transmission. The Prices and Rates are exclusive of Value Added Tax. The Authority shall pay any Value Added Tax on the Prices and Rates at the rate and manner prescribed by law from time to time. Without prejudice to any other right or remedy available to the Authority, the Authority may withhold or reduce payment in respect of any Services that the British Council makes Contractor has either failed to provide or has provided inadequately. Payment of Sub-Contractors Where the Contractor enters into a sub-contract for the provision of any overpayment part of the Services, the Contractor shall ensure that a term is included in connection with this Agreement (the sub-contract which requires the Contractor to pay all sums due to the sub-contractor within a specified period not exceeding 30 Days from the date of receipt of a valid invoice. Recovery of Sums Due If any sum of money is recoverable by the Authority from the Contractor or payable by the Contractor to the Authority under the Contract, that sum may be deducted from any sum then due or which at a later time becomes due to the Contractor from the Authority under the Contract or under any other agreement between with the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually madeAuthority. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.Euro

Price and Payment. Unless stated otherwisePricing schedules are included separately and will be required to be costed separately for all sites. The tender return will need to include all costs, the Charges are exclusive and be split to show:- PPM costs per asset (as per priced asset sheets – Schedule J) Costs for PPM tasks which occur at periods in excess of value added tax one year (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid i.e. 2 Yearly and accurate tax invoice3 Yearly). In the event Please note that the British Council is required cost for 5 Yearly electrical fixed wire testing & periodic chlorination’s are to be provided as a separate cost for NHSBT to confirm if such works are to be carried out by the laws or regulations Contractor. Hourly Rate Schedule which includes Labour rates for both in and out of hours, materials, plant and subcontract on-cost, call out rates, etc. travel time is deemed to be included within any applicable jurisdiction call outs. (Note abortive costs where relevant and in respect of site visits shall be agreed with the NHSBT representative and shall only be chargeable in situations were the contractor is not at fault) The contract price for the services shall be final and all inclusive and without prejudice to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder generality of the Charges foregoing includes all labour charges, spare parts, travelling and other costs and expenses incurred by the Contractor unless otherwise stated. Consumables/Materials will be charged at trade prices including all Contractor’s immediate and cummulative / retrospective discounts plus the Contractor’s on cost. An invoice shall be rendered on the Contractor’s own invoice form to NHSBT clearly marked with NHSBT’s order number to an agreed format. NHSBT may choose to pay the contract price to the Supplier Contractor, by BACS (Bank Account Clearing System) if NHSBT so chooses, by monthly instalments in arrears (unless otherwise stated) provided that the invoice specified in condition 24 has been received. Additional works above the contract price i.e. fixed wire testing will be paid within one month of NHSBT agreeing the invoices and on the basis of the works being complete and on receipt of relevant completion certificates. Whenever, under the contract, any sum of money shall notify be recoverable from or payable by the Supplier in writing of all such sums properly deducted. Under current UK legislation it is Contractor the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council same may be of the opinion that the Services being supplied under this Agreement deducted from any sum then due or which at any time thereafter may not be subject to UK VAT, become due to the place of supply not being Contractor under the UK, and the charging of UK VAT would therefore be inappropriatecontract or under any other contract with NHSBT. The British Council reserves following shall apply to the right Key Performance Indicator measures for the contract. The table indicates the minimum acceptable limits and shall be measured on a ‘calender month’ basis. For all GMP/ Critical Plant PPM KPI 100% Overall Performance KPI 85% and above Any single instance of failure to dispute payment meet either of the UK VAT charged by the Supplier until the issue has been resolved by criteria noted above will result in a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect deduction of 5% of the Supplier’s failure to account total monthly contract value for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid month in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by failure was noted. Additionally, should the British Council. The British Council may grant KPI overall performance fall below 70%, the Supplier further time to pay where this is deemed appropriate by the British Council taking account full value of the relevant circumstances. Unless stated otherwise, total monthly contract value will be withheld until all the Supplier shall invoice for works are completed or the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out overall contract performance exceeds the Services and/or Goods supplied in minimum acceptable level – the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment value of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not non recoverable tasks will be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payablededucted.

Price and Payment. The Contract Price shall be calculated as set out in the Commercial Schedule. Unless otherwise stated in the Commercial Schedule the Contract Price: shall be payable from the Actual Services Commencement Date; shall remain fixed during the Term; and is the entire price payable by the Authority to the Supplier in respect of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses and the cost of Staff. Unless stated otherwiseotherwise in the Commercial Schedule: where the Key Provisions confirm that the payment profile for this Contract is monthly in arrears, the Charges are Supplier shall invoice the Authority, within fourteen (14) days of the end of each calendar month, the Contract Price in respect of the Services provided in compliance with this Contract in the preceding calendar month; or where Clause 31.3.1 of this Schedule 2 does not apply, the Supplier shall invoice the Authority for Services at any time following completion of the provision of the Services in compliance with this Contract. Each invoice shall contain such information and be addressed to such individual as the Authority may inform the Supplier from time to time. The Contract Price is exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council Authority shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier of a valid and accurate tax VAT invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council Such VAT invoices shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount VAT calculations as a separate line item. The Authority shall pay each undisputed invoice received in accordance with Clause 31.3 of VAT charged separatelythis Schedule 2 within thirty (30) days of receipt of such invoice at the latest. However, the British Council may be Authority shall use its reasonable endeavours to pay such undisputed invoices sooner in accordance with any applicable government prompt payment targets. Where the Authority raises a query with respect to an invoice the Parties shall liaise with each other and agree a resolution to such query within thirty (30) days of the opinion that query being raised. If the Services being supplied under Parties are unable to agree a resolution within thirty (30) days the query shall be referred to dispute resolution in accordance with Clause 44 of this Agreement may not be subject to UK VAT, due Schedule 2. The Supplier shall pay to the place Authority any service credits that may become due in accordance with the provisions of supply not being the UK, Specification and the charging of UK VAT would therefore be inappropriateTender Response Document. The British Council Authority reserves the right to dispute payment of the UK VAT charged by deduct any monies due to the Supplier until from the issue has been resolved by a ruling in writing obtained Authority from HM Revenue & Customs by the Supplier, and that ruling shown any monies due to the British Council. The Supplier shall indemnify and keep indemnified the British Council Authority from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payableContract.

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. The Contract Price shall be calculated as set out in the Commercial Schedule. Unless otherwise stated in the Commercial Schedule the Contract Price: shall be payable from the Actual Services Commencement Date; shall remain fixed during the Term; and is the entire price payable by the Authority to the Supplier in respect of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses, the cost of Staff and all appropriate taxes (excluding VAT), duties and tariffs and any expenses arising from import and export administration. Unless stated otherwiseotherwise in the Commercial Schedule: where the Key Provisions confirm that the payment profile for this Contract is monthly in arrears, the Charges are Supplier shall invoice the Authority, within fourteen (14) days of the end of each calendar month, the Contract Price in respect of the Services provided in compliance with this Contract in the preceding calendar month; or where Clause 9.3.1 of this Schedule 2 does not apply, the Supplier shall invoice the Authority for Services at any time following completion of the provision of the Services in compliance with this Contract. Each invoice shall contain such information and be addressed to such individual as the Authority may inform the Supplier from time to time. The Contract Price is exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council Authority shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier of a valid and accurate tax VAT invoice. In Such VAT invoices shall show the event VAT calculations as a separate line item. The Authority shall verify and pay each valid and undisputed invoice received in accordance with Clause 9.3 of this Schedule 2 within thirty (30) days of receipt of such invoice at the latest. However, the Authority shall use its reasonable endeavours to pay such undisputed invoices sooner in accordance with any applicable government prompt payment targets. If there is undue delay in verifying the invoice in accordance with this Clause 9.5 of this Schedule 2, the invoice shall be regarded as valid and undisputed for the purposes this Clause 9.5 after a reasonable time has passed. Where the Authority raises a query with respect to an invoice the Parties shall liaise with each other and agree a resolution to such query within thirty (30) days of the query being raised. If the Parties are unable to agree a resolution within thirty (30) days the query shall be referred to dispute resolution in accordance with the Dispute Resolution Procedure. For the avoidance of doubt, the Authority shall not be in breach of any of any of its payment obligations under this Contract in relation to any queried or disputed invoice sums unless the process referred to in this Clause 9.6 of this Schedule 2 has been followed and it has been determined that the British Council queried or disputed invoice amount is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges properly due to the Supplier and the Authority has then failed to pay such sum within a reasonable period following such determination. The Supplier shall notify pay to the Authority any service credits and/or other sums and/or deductions (to include, without limitation, deductions relating to a reduction in the Contract Price) that may become due in accordance with the provisions of the Specification and Tender Response Document. For the avoidance of doubt, the Authority may invoice the Supplier in writing of all for such sums properly deducted. Under current UK legislation it is or deductions at any time in the responsibility of a supplier event that they have not automatically been credited to assess its VAT liability for the supply of services. Where UK VAT is applicable, Authority in accordance with the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be provisions of the opinion that Specification and Tender Response Document. Such invoice shall be paid by the Services being supplied under this Agreement may not be subject to UK VAT, due to Supplier within 30 days of the place date of supply not being the UK, and the charging of UK VAT would therefore be inappropriatesuch invoice. The British Council Authority reserves the right to dispute payment of the UK VAT charged by set-off: any monies due to the Supplier until from the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown Authority as against any monies due to the British Council. The Supplier shall indemnify and keep indemnified the British Council Authority from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts Contract; and any monies due to the Authority from the Supplier as against any monies due to the Supplier from the Authority under this clause 5.3 Contract. Where the Authority is entitled to receive any sums (including, without limitation, any costs, charges or expenses) from the Supplier under this Contract, the Authority may invoice the Supplier for such sums. Such invoices shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after of the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Clientof such invoice. If the British Council a Party fails to pay any undisputed sum properly due and payable (to the other than any sum disputed in good faith) by the due date for paymentParty under this Contract, the Supplier may Party due such sum shall have the right to charge interest on the overdue amount of any such late payment at the applicable rate under the Late Payment of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date on which payment was due up to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payableactual payment, whether before or after judgment.

Price and Payment. The Contract Price shall be calculated as set out in the Commercial Schedule. Unless otherwise stated in the Commercial Schedule the Contract Price: shall be payable from the Actual Services Commencement Date; shall remain fixed during the Term; and is the entire price payable by the Authority to the Supplier in respect of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses and the cost of Staff. Unless stated otherwiseotherwise in the Commercial Schedule: where the Key Provisions confirm that the payment profile for this Contract is monthly in arrears, the Charges are Supplier shall invoice the Authority, within fourteen (14) days of the end of each calendar month, the Contract Price in respect of the Services provided in compliance with this Contract in the preceding calendar month; or where Clause 31.3.1 of this Schedule 2 does not apply, the Supplier shall invoice the Authority for Services at any time following completion of the provision of the Services in compliance with this Contract. Each invoice shall contain such information and be addressed to such individual as the Authority may inform the Supplier from time to time. The Contract Price is exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council Authority shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier of a valid and accurate tax VAT invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council Such VAT invoices shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount VAT calculations as a separate line item. The Authority shall pay each undisputed invoice received in accordance with Clause 31.3 of VAT charged separatelythis Schedule 2 within thirty (30) days of receipt of such invoice at the latest. However, the British Council Authority shall use its reasonable endeavours to pay such undisputed invoices sooner in accordance with any applicable government prompt payment targets. The Supplier shall pay to the Authority any service credits that may be become due in accordance with the provisions of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, Specification and the charging of UK VAT would therefore be inappropriateTender Response Document. The British Council Authority reserves the right to dispute payment of the UK VAT charged by deduct any monies due to the Supplier until from the issue has been resolved by a ruling in writing obtained Authority from HM Revenue & Customs by the Supplier, and that ruling shown any monies due to the British Council. The Supplier shall indemnify and keep indemnified the British Council Authority from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payableContract.

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End ClientConsultant. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Training Provider of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Training Provider and shall notify the Supplier Training Provider in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierTraining Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Training Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierTraining Provider, and that ruling shown to the British Council. The Supplier Training Provider shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierTraining Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Training Provider under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Training Provider to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Training Provider further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier Training Provider shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 5.9 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierTraining Provider’s valid and accurate invoices by automated transfer into the SupplierTraining Provider’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier Training Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Training Provider to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierTraining Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierTraining Provider. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Training Provider may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. The Contract Price shall be calculated as set out in the Commercial Schedule. Unless otherwise stated in the Commercial Schedule the Contract Price: shall be payable from the Actual Services Commencement Date; shall remain fixed during the Term; and is the entire price payable by the Authority to the Supplier in respect of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses, the cost of Staff and all appropriate taxes (excluding VAT), duties and tariffs and any expenses arising from import and export administration. Unless stated otherwiseotherwise in the Commercial Schedule: where the Key Provisions confirm that the payment profile for this Contract is monthly in arrears, the Charges are Supplier shall invoice the Authority, within fourteen (14) days of the end of each calendar month, the Contract Price in respect of the Services provided in compliance with this Contract in the preceding calendar month; or where Clause 9.3.1 of this Schedule 2 does not apply, the Supplier shall invoice the Authority for Services at any time following completion of the provision of the Services in compliance with this Contract. Each invoice shall contain such information and be addressed to such individual as the Authority may inform the Supplier from time to time. Each invoice may be submitted electronically by the Supplier if it complies with the standard on electronic invoicing as set out in the European standard and any of the syntaxes published in Commission Implementing Decision (EU) 2017/2870. The Contract Price is exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council Authority shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier of a valid and accurate tax VAT invoice. In Such VAT invoices shall show the event VAT calculations as a separate line item. The Authority shall verify and pay each valid and undisputed invoice received in accordance with Clause 9.3 of this Schedule 2 within thirty (30) days of receipt of such invoice at the latest. However, the Authority shall use its reasonable endeavours to pay such undisputed invoices sooner in accordance with any applicable government prompt payment targets. If there is undue delay in verifying the invoice in accordance with this Clause 9.5 of this Schedule 2, the invoice shall be regarded as valid and undisputed for the purposes of this Clause 9.5 of this Schedule 2 after a reasonable time has passed. Where the Authority raises a query with respect to an invoice the Parties shall liaise with each other and agree a resolution to such query within thirty (30) days of the query being raised. If the Parties are unable to agree a resolution within thirty (30) days the query shall be referred to dispute resolution in accordance with the Dispute Resolution Procedure. For the avoidance of doubt, the Authority shall not be in breach of any of any of its payment obligations under this Contract in relation to any queried or disputed invoice sums unless the process referred to in this Clause 9.6 of this Schedule 2 has been followed and it has been determined that the British Council queried or disputed invoice amount is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges properly due to the Supplier and the Authority has then failed to pay such sum within a reasonable period following such determination. The Supplier shall notify pay to the Authority any service credits and/or other sums and/or deductions (to include, without limitation, deductions relating to a reduction in the Contract Price) that may become due in accordance with the provisions of the Specification and Tender Response Document. For the avoidance of doubt, the Authority may invoice the Supplier in writing of all for such sums properly deducted. Under current UK legislation it is or deductions at any time in the responsibility of a supplier event that they have not automatically been credited to assess its VAT liability for the supply of services. Where UK VAT is applicable, Authority in accordance with the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be provisions of the opinion that Specification and Tender Response Document. Such invoice shall be paid by the Services being supplied under this Agreement may not be subject to UK VAT, due to Supplier within 30 days of the place date of supply not being the UK, and the charging of UK VAT would therefore be inappropriatesuch invoice. The British Council Authority reserves the right to dispute payment of the UK VAT charged by set-off: any monies due to the Supplier until from the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown Authority as against any monies due to the British Council. The Supplier shall indemnify and keep indemnified the British Council Authority from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts Contract; and any monies due to the Authority from the Supplier as against any monies due to the Supplier from the Authority under this clause 5.3 Contract. Where the Authority is entitled to receive any sums (including, without limitation, any costs, charges or expenses) from the Supplier under this Contract, the Authority may invoice the Supplier for such sums. Such invoices shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after of the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Clientof such invoice. If the British Council a Party fails to pay any undisputed sum properly due and payable (to the other than any sum disputed in good faith) by the due date for paymentParty under this Contract, the Supplier may Party due such sum shall have the right to charge interest on the overdue amount of any such late payment at the applicable rate under the Late Payment of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date on which payment was due up to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payableactual payment, whether before or after judgment.

Price and Payment. Unless stated otherwise, As consideration for the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required service provided by the laws or regulations of any applicable jurisdiction Supplier, GSK agrees to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify pay the Supplier in writing of all such sums properly deductedaccordance with this the relevant SOW and/or PO. Under current UK legislation it is GSK shall have no obligation to pay for any service performed by the responsibility of a supplier Supplier prior to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show receipt of an SOW or PO as issued by GSK. Upon completion of the service, the Supplier shall submit to GSK any and all materials related to the necessary entries thereon service, as well as evidentiary documents of expenses to make it be claimed by the Supplier. Once GSK confirms the expenses and materials and documents thereof, the Supplier shall submit a valid tax properly completed invoice for VAT purposes; the expenses to GSK. A properly completed invoice shall include total expenses, breakdown of total expenses by item including any discounts or savings and in particular it must show the amount of VAT charged separatelyexpense details for each item as supported by evidentiary documents. However, the British Council may be The payment is full and complete compensation for all obligations of the opinion that Supplier under the Services being supplied PO. Any fees and expenses additionally to be incurred by the Supplier in performing the service under this Agreement may not the PO shall be subject to UK VATGSK’s prior approval. All claims for approved expenses shall be submitted with a properly completed invoice for the expenses, due failure of which shall release GSK from any obligation to reimburse such expenses. All invoice confirmed by GSK shall be payable within sixty-five (65) days upon receipt of the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriateinvoice by GSK. The British Council GSK reserves the right to dispute payment withhold payment, whether in whole or in part, of any invoice that does not comply with this PO and/or the underlying Agreement. In such case, GSK will on receipt of such invoice promptly notify the Supplier of the UK VAT charged by reason for such withholding and, where applicable, pay the Supplier until undisputed part of such invoice. Notwithstanding any dispute which may arise between the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwiseparties, the Supplier shall invoice for continue to perform all its obligations under the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out PO and/or the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this underlying Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierConsultant. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 15.6 to 5.8 15.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. The Agreement Price shall be as stated in or calculated in accordance with the Purchase Order. The Supplier shall submit to the University invoices as set out in the Purchase Order. Unless otherwise stated otherwisein the Purchase Order the price: shall remain fixed during the Term; and in respect of the Goods, is the entire price payable by the University to the Supplier in respect of the provision of the Goods and includes, without limitation: packaging, packing materials, addressing, labelling, loading, delivery to and unloading at the delivery location, all appropriate tax (excluding VAT) and duty, any installation costs and associated works, the Charges are costs of all associated documentation and information supplied or made accessible to the University in any media, and any training in relation to the use, storage, handling or operation of the Goods; any royalties, licence fees or similar expenses in respect of the making, use or exercise by the Supplier of any Intellectual Property Rights for the purposes of performing this Agreement, and any licence rights granted to the University in accordance with this Agreement; and costs and expenses in relation to supplies and materials used by the Supplier or any third party in the manufacture of the Goods, and any other costs incurred by the Supplier in association with the manufacture, supply or installation of the Goods; and in respect of the Services: shall be payable from the Services Commencement Date; and is the entire price payable by the University to the Supplier in respect of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses and the cost of Staff. No increase shall be made by the Supplier to the Agreement Price for any reason without the prior written consent of the University. The University shall be entitled to any discounts for prompt payment, bulk purchase, volume or purchase which may be customarily granted by the Contractor or as may be set out in the Pricing Schedule. The Agreement Price shall be considered exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council University shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier of a valid and accurate tax VAT invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council Such VAT invoices shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriatecalculations as a separate line item. The British Council University shall pay each undisputed invoice received within thirty (30) days of receipt of such invoice. The University reserves the right to dispute payment of the UK VAT charged by deduct any monies due to the Supplier until from the issue has been resolved by a ruling in writing obtained University from HM Revenue & Customs by the Supplier, and that ruling shown any monies due to the British Council. The Supplier shall indemnify and keep indemnified the British Council University from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly quarterly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month quarter in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierConsultant. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 5.9 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierConsultant. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. Unless stated otherwise, the Charges are exclusive inclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 5.9 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierConsultant. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. Unless stated otherwise, the Charges are exclusive inclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted). Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British 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. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. Agreement Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.