Charges and Payments. 14.1 Our charges will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection with the transactions effected on your behalf. 14.2 You will pay any amount owed to us upon demand in freely transferable, cleared and available same day funds in the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction or withholding for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”), you agree that the de minimis amount shall be irrevocably transferred to us, belong to us and may be retained by us, and does not need to be returned to you. 14.3 If you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable by you as a separate debt. 14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable. 14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to: (a) providing information to you about our costs and charges in a format other than a durable medium; (b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure; (c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and (d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed. 14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to time, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time of the change. 14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact. 14.8 You undertake to us that: (a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and (b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
Appears in 4 contracts
Samples: Professional Client Agreement, Professional Client Agreement, Professional Client Agreement
Charges and Payments. 14.1 Our charges will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection with the transactions effected on your behalf.
14.2 6.1 You will pay to us the Charges calculated in accordance with the terms of the Agreement and another amounts as specified in this Agreement.
6.2 Unless we agree otherwise, we will send you a monthly invoice, based on our reasonable estimate of the gas and/or electricity which you will use in the following month and you agree to pay any amount owed shown in such invoice. The quantity of gas and/or electricity supplied to us upon demand in freely transferable, cleared you under the Agreement will be measured by the meter(s) at each Supply Point. Based on those meter readings we will reconcile the amount of gas and/or electricity supplied to you and available same day funds the amount which we have invoiced you and adjust the amount due to or from you in the currency and next invoice.
6.3 You shall pay any invoice in full by variable Direct Debit (or as otherwise may be agreed in the Confirmation Letter and/or Contract Acceptance Form) within 10 days of the date of the invoice. If we agree to accept payment from you other than by Direct Debit, then you shall pay any invoice within 10 days of the accounts that date of the invoice. Where the due date for payment of any sum by you under the Agreement is not a Business Day, the due date shall be the next Business Day. If we specify and agree a monthly or other periodic budget plan (including, without making any set-offlimitation, counterclaim, deduction a monthly payment plan) with you from time to time (as set out in the Confirmation Letter and/or Contract Acceptance Form or withholding for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”otherwise), you agree that you shall make payments to us in accordance with the de minimis amount terms of such plan and that we shall be irrevocably transferred entitled to usapply such sums as are held by us in settlement of any outstanding Charges in such order as we may decide. During the term of this Agreement, belong we shall be under no obligation to repay the credit balance of any amounts you have paid to us and may which have not been applied in settlement of any outstanding Charges unless we, acting reasonably upon a request from you, agree to do so. Before agreeing to any such repayment of a credit balance, we would require, as a minimum, valid, actual meter readings at least 14 days prior to such repayment being made to you. We shall be retained entitled to require that you make payments to us in advance of the relevant Supply being made to you unless agreed otherwise in the Confirmation Letter or Contract Acceptance Form.
6.4 Without limiting any of our other rights or remedies, if you fail to make any payment due to us by usthe Due Date, we shall be entitled to:
6.4.1 charge you interest on the overdue amount at the rate of 8 per cent per annum above the Base Rate, accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount in full, whether before or after judgment, and does compounding quarterly; or
6.4.2 charge you an amount of up to £100 per Premises on each occasion where we are required to contact you in respect of a failure by you to pay an amount due by you by the Due Date; or
6.4.3 charge you fixed sum charges in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; or
6.4.4 recover from you all costs, charges and expenses incurred by us and/or any third party appointed by us in attempting to recover any sums due by you to us or for any breach by you of the Agreement; or
6.4.5 change your meter to the pre-payment setting or require you to pay for the Supply via a Prepayment meter; or
6.4.6 discontinue, alter, de-energise or disconnect (remotely or otherwise) the Supply and recover all costs associated with the discontinuance, alteration, disconnection and/or de-energisation of the Supply and replacement or removal of any meters.
6.5 You shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and you shall not need be entitled to be returned assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
14.3 If 6.6 Without prejudice to our other rights under the Agreement, we may vary the Charges or pass through any higher or additional costs:
6.6.1 if any of the information supplied by you default in paying any amount owed to us when it is dueuntrue, interest mayincomplete or inaccurate (in which case such variation or pass through shall be with effect from the Commencement Date);
6.6.2 in order to comply with any law, at regulation, direction, order, licence or other legal requirement;
6.6.3 where the Confirmation Letter and/or Contract Acceptance Form provides for the pass-through of third party charges;
6.6.4 where there is a change in relation to third party charges as a result of a change in law, industry agreements or the Authority imposes such a change or there is a change in the structure or method of calculating such charges;
6.6.5 you do not have or cease to have your own Agents; and/or
6.6.6 where any obligation or cost that is imposed on us in connection with distribution, transportation or supply of gas and/or electricity is increased, or the method of calculating such costs is changed, or a new obligation or cost is introduced, and that increase, change in method or new cost or obligation affects our discretioncosts of providing the Supply or of otherwise complying with our obligations under this Agreement.
6.7 In addition to the Charges, be payable you will also pay to us on demand:
6.7.1 the reasonable costs, charges and expenses incurred by us in attempting to recover any sums due by you to us or for any breach by you of the Agreement, including, without limitation, third party costs, charges and expenses;
6.7.2 any costs, charges and expenses incurred by us in connection with the disconnection or reconnection a supply of gas and/or electricity to you under the Agreement or a de-energisation or energisation of electricity Supply Point(s) and/or the replacement or removal of any meters;
6.7.3 our costs in relation to the supply, distribution, transmission and transportation of gas and/or electricity to the Premises. For the avoidance of doubt, this includes, without limitation, costs relating to the renewable obligation, feed in tariff, contracts for difference and capacity market charges.
6.7.4 any costs, charges or liabilities incurred by us relating to any obligation imposed on us, either at the date of this Agreement or afterwards, as a supplier of gas and/or electricity under any Industry Agreement, law, regulation, direction or order;
6.7.5 any amounts of Climate Change Levy for the relevant period, charged at the applicable rates as set out by Her Majesty's Revenue and Customs;
6.7.6 such reasonable charges as may be levied by us or upon us by an Agent or others arising from or in relation to the Agreement;
6.7.7 any costs, charges and expenses incurred by us in connection with you exceeding the total amount of gas and/or electricity that you are permitted to consume at a rateSupply Point in any given period as agreed with the operator of the local gas or electricity distribution network (as the case may be);
6.7.8 any costs, charges and expenses incurred by us in connection with us being Registered to a Supply Point with Low Electricity Consumption and/or Low Gas Consumption, based on the network and metering costs, charges and expenses we incur as a result, subject to a minimum monthly charge of £100 per relevant Supply Point;
6.7.9 any costs and expenses incurred by us in connection with you making any payments due to us under the Agreement by way of credit, debit or charge card;
6.7.10 in respect of any invoice which is not exceeding settled by direct debit, an amount equal to the base rate greater of (i) 6% of the amount of such invoice, and (ii) £75 in respect of each Supply Point to which such invoice relates;
6.7.11 the sum of £50 on each occasion that you or your bank cancel a direct debit instruction (unless you give us written notice of alternative, valid, direct debit instructions prior to the date on which you or your bank cancel such direct debit instruction);
6.7.12 the sum of £50 on each occasion we are unable to recover a payment, or we only recover part of a payment, from you pursuant to a direct debit instruction;
6.7.13 the costs we incur if we have to disconnect you, which shall be at least £750 per disconnection; and
6.7.14 an amount calculated in accordance with the following on each occasion that you fail to pay in full when due any instalment we may agree with you from time to time in forcerelation to a monthly or other periodic budget plan: Less than £1,000 £40 £1,000 or more but less than £10,000 £70 £10,000 or more £100
6.8 We shall be entitled at any time to undertake a review of your credit status. If we are not satisfied (in our sole discretion) with your credit status at any time, or if you have failed to pay any sum due to us by the date due in terms of Barclays Bank plcthe Agreement, plus 4% per annum. Interest will accrue we may:
6.8.1 require that you provide us with a security deposit (or increase any security deposit held by us), bank guarantee, parent or personal guarantee or such other form of security or guarantee that we may request, all on a daily basis such terms and will from such party as may be due and payable by acceptable to us; and/or
6.8.2 terminate the Fixed Term immediately upon notice to you as (in which case Condition 2.5 shall apply);and/or
6.8.3 terminate the Agreement immediately upon notice to you (in which case Condition 14.2 shall apply); and/or
6.8.4 vary the Charges immediately upon notice to you.
6.9 We shall be under no obligation to hold any security deposit on trust for you or in a separate debtbank account specified for that purpose.
14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which 6.10 If we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the require provision of our services and financial instruments in good time a deposit, security or guarantee prior to the provision commencement of the Supply, the Supply shall not commence until such servicedeposit, security or guarantee has been provided to us. Our costs and charges may If at any other time you fail to provide a deposit, security or guarantee within 14 days of our request, such failure shall be amended from time deemed to time, constitute a material breach of the Agreement and we will notify shall be entitled to either:-
6.10.1 terminate the Agreement forthwith by writing notice to you (in which event Condition 14.2 shall apply); or
6.10.2 vary the Charges immediately upon notice to you.
6.11 Any amount expressed as payable to us under the Agreement is exclusive of VAT unless stated otherwise.
6.12 Where the Confirmation Letter and/or the Contract Acceptance Form indicates any such changes. Any such changes will not apply to transactions executed prior to the time elements of the changeCharges that are pass-through Charges, such Charges shall be passed through and invoiced to you at cost.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
Appears in 3 contracts
Samples: Conditions for the Supply of Gas and Electricity, Conditions for the Supply of Gas and Electricity, Conditions for the Supply of Gas and Electricity
Charges and Payments. 14.1 Our Where the subject of this agreement between us relates to on-going services as narrated in Clause 6, each party will keep fully documented records (known as “service reports”) of all occasions on which you require us to provide the said services and shall at least on a monthly basis, reconcile with one another their records in this respect. The charges will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection with the transactions effected on your behalf.
14.2 You will pay any amount owed incurred to us upon demand by you in freely transferablerespect of the provision of services narrated in this agreement are as detailed on the Quotation and Acceptance Form, cleared and available same day funds in which will apply from the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction or withholding for any taxcommencement of this agreement until varied by agreement of both parties. In the event that a payment of us wishing to vary these charges, we undertake to intimate the proposed new level of charges to you make exceeds the requested amount by £10 or less (a “de minimis amount”)not later than three months prior to them coming into effect. If these proposed new charges are not acceptable to you, you will require to intimate this fact to us within 28 days of receiving notification from us of the proposed changes. In the event of the parties failing to agree that a variation in the de minimis amount level of charges to be implemented within a further 28 days, either party shall be irrevocably transferred entitled to usterminate this agreement within a further period of 28 days in accordance with the provisions of Clause 11 hereof and the party so exercising it’s rights shall incur no additional liability to the other party beyond all existing contractual obligations in terms of this agreement up to and including the date of termination. We shall invoice you annually/monthly in advance within 7 days of this agreement being signed, belong for the service provided on the Quotation and Acceptance Form. Where relevant, a copy of the service report for the preceding month shall be issued to us you not later than the 7th working day of the second and may be retained by us, and does not need to be returned to you.
14.3 If succeeding months throughout the term of this agreement. It will usually accompany each monthly invoice where you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue pay on a daily monthly basis and will be due and payable by or under separate cover where you as a separate debt.
14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian pay annually in connection with your instructionsadvance. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not Where we are providing you with details on-going services or as aforesaid or cannot proceed to completion of third party payments in relation a project on your behalf because we are waiting for graphics/text, technical data or other information to our ex-ante costs and charges disclosure;
(c) not providing you proceed with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to timejob, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time by either post and/or e-mail of the change.
14.7 information or other item(s) outstanding. We will not (save to the extent we are required under Applicable Law) provide invoice you with annual statements of the actual cost and charges as though you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake had provided that outstanding data or information to us that:
(a) within 7 days of us issuing such a request and we will then invoice you have not, and your respective officers, directors, employees, agents, associated persons as though you had provided us with the said data or any other individuals information. Similarly if the work we do for you is on-going we will invoice you on or entities acting before the last working day of each month for or the work done on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; during that month. In each case, whether or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) not you have put provided us with all the data or information we require to proceed with your project, you will be liable to make payment upon receipt of our invoice(s) in place accordance with the other provisions of this clause, notwithstanding that we have been unable to make progress with your project. Each invoice issued by us to you shall state a due date for payment. In the event of you not making payment in full of each invoice on it’s due date and no separate written variation of payment terms having been agreed by the parties, you shall have 5 working days to make payment in full to us of the sum payable under the invoice, together with all reasonable prevention procedures as bank or other charges incurred by us where for example non payment was due to a cheque, direct debit or standing order payment by you not being honoured by your bankers. In addition we shall be entitled to interest at the rate of 3 % per annum above the prevailing base rate applied by Royal Bank of Scotland Plc (or a minimum of 8%, whichever is the greater) on the total value of the invoice or any part thereof unpaid from the due date of payment until payment is made in full. Where after a further 5 working days you have still not made payment in full of any outstanding invoice, you shall be deemed to be in fundamental breach of this agreement and we shall be entitled to intimate to you that we are terminating the agreement in accordance with the provisions of Clause 11. Notwithstanding that we may or may not exercise our right to terminate the agreement, you shall remain liable to us for payment of all sums due under the relevant invoice(s) together with all expenses and interest, until payment has been made in full. Thereafter, should we wish to enter into a further agreement with you, we shall do so on terms and conditions to be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Lawagreed at that time.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Charges and Payments. 14.1 Our 5.1 You shall pay all amounts payable to us in accordance with the Terms and by the Due Date.
5.2 All amounts specified in an Order are exclusive of any applicable Value Added Tax
5.3 All Set-Up Charges, as set out in an Order, are payable at the point of our acceptance of the Order, or, if agreed and reflected in the Order as an Amortized Set-Up Charge, commencing upon the acceptance of an Order.
5.4 Monthly Charges, Call Charges and Usage Charges shall be invoiced monthly in arrears. Monthly charges for Concurrent Licences are billed as daily units, pro rata for the number of days in any given calendar month. Monthly charges for Named User Licences are billed as non-divisible monthly units and where applicable are subject to the Fair Use Policy as stipulated in Quotation. If a Named User Licence exceeds the Fair Use Policy in any month, the difference between the actual usage and the Fair Use Policy shall be billed monthly in arrears based on the relevant Usage Charge rates.
5.5 All Monthly Charges and the date from which the Monthly Charges shall commence are as set out in an Order. For the avoidance of doubt, the Monthly Charges, together with any Call Charges where we provide you with Numbers, represent your minimum contractual commitment to us for the term of each Order. The porting of Numbers away from Cirrus during the term of an Order will constitute a material breach of these Terms.
5.6 If any Monthly Charges become payable within the month, the charges for that month will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection calculated pro-rata from that date.
5.7 We shall provide you with the transactions effected billing information (including call detail information) on your behalfthe Management System as is reasonably sufficient to enable you to verify the details of our invoices.
14.2 You 5.8 If for any reason you dispute the amount of our invoice you shall advise us in writing (“Payment Dispute Notice”) within 14 days of the invoice being received. If you fail to provide a Payment Dispute Notice within 14 days, you shall be deemed to have accepted the invoice.
5.9 If we uphold a Payment Dispute Notice, we will pay any deduct and/or set off an amount owed to us upon demand in freely transferable, cleared and available same day funds in the currency and limited to the accounts that we specify and without making disputed amount from your next invoice. This shall not entitle you to deduct and/or set off any setamounts due on any Due Date.
5.10 All undisputed payments received by us are non-off, counterclaim, deduction or withholding for any tax. refundable.
5.11 In the event that a of late payment you make exceeds the requested amount of any charges by £10 or less (a “de minimis amount”)you, you agree that the de minimis amount shall be irrevocably transferred liable to us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, pay interest may, at our discretion, be payable by you at a rate, not exceeding the rate of 4% per annum above HSBC Bank Plc’s base rate from time to time.
5.12 A charge of £30.00 (or as we may from time to time reasonably determine) is payable to cover costs in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable the event that any payment by you (whether by cheque, direct debit or otherwise) is dishonoured by your bank.
5.13 In the event of any increase in the amount charged to us for the supply of the Service (or any part thereof) we may vary the charges payable for the Service provided always that the percentage increase in charges will not exceed the percentage change in the amount charged to us.
5.14 Notwithstanding the generality of clause 5.13, Monthly Charges are subject to price indexation based on the prevailing CPI index on 1st August for each year of the Term, calculated as a separate debtpercentage increase from the CPI index on the 1st August in the preceding year (whether or not that year pre-dates the start date of the Term of an Order) plus 3%, and the increased Monthly Charges shall be applied to all Services billed monthly and consumed from August onwards.
14.4 You will be responsible 5.15 In the event of a delay in the fulfilment of your obligations under clause 4, we may make a reasonable charge for the payment reimbursement of our direct costs arising from such delay.
5.16 You may increase the number of Licences and Services required under an Order at any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us time and; the new Licence and / or Service totals shall represent your minimum contractual commitment to us unless reverted within 90 (ninety) days. For the avoidance of doubt, such additional Licences and Services shall constitute a custodian separate Order under this Agreement and in connection with your instructions. particular will be subject to clauses 6 and 10 of this Agreement.
5.17 We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability sole discretion request you to pay; a deposit in advance as security for payment of your invoices; and/ or to provide a parent company guarantee; and/ or to provide a bank guarantee.
5.18 Your Aggregate Payment Liability shall not exceed your Credit Limit, which shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended agreed between us from time to time. If the Aggregate Payment Liability exceeds the Credit Limit you shall, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time on written notification from us, make immediate payment of the changeamount demanded by us (which for the avoidance of doubt shall be the balance between the Aggregate Payment Liability and the Credit Limit.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.)
Appears in 2 contracts
Charges and Payments. 14.1 Our charges 6.1 Charges for your use of the Services will be subject to any applicable tax, levy, fee or other liabilities, charges, costs set out in the Price List and expenses payable shall commence from the date of receipt of the SIM Card. We may amend the Charges as set out in connection with the transactions effected clause 14 below. Charges that appear on your behalfbill are inclusive of VAT.
14.2 You will pay any amount owed 6.2 Payment of Charges shall be made by direct debit. We shall notify your relevant bank or building society each month of the sums due to us upon demand from your account. An administration fee may be charged if your direct debit order fails or you otherwise default in freely transferable, cleared and available same day funds in the currency and making payments to the accounts that we specify and without making any set-off, counterclaim, deduction or withholding for any tax. us.
6.3 In the event of late payment, interest may be charged at 2% per annum above the base lending rate of Bank of Ireland and will be calculated from the due date until the date of payment. If the Charges are not paid in full and on time we can in addition to charging interest, withdraw any discount and suspend you using some or all of our Services and may cancel this Agreement. If you believe there is mistake in your bill, please tell us as soon as possible so that we can check this. We may charge you administration and collection costs as a result of late payment of your bill. If Virgin Media need to take legal or other collection action against you for non-payment of Charges, you may have to pay our legal costs and expenses.
6.4 We may set a monthly credit limit on your account that will be an amount we consider appropriate. We will let you know what this amount is if we do set a monthly credit limit. We may suspend your access to the Services if you exceed the limit. You should not use the credit limit for budgeting as the amount you owe is not capped or limited and you will still be liable if you exceed the credit limit. We may submit an interim bill or require an immediate payment if we think you have exceeded the credit limit on your account.
6.5 If your SIM Card is stolen or mislaid please contact us immediately as you remain liable for all Charges until you notify us of the theft or loss. We are entitled to assume that any communications made through the Services are your communications or have been authorized by you.
6.6 We are entitled to calculate charges for any period in order to bring your account into line with our billing cycle, and for that purpose we reserve the right to add the whole or part of any month's (or other billing period's) Charges to future bills. If you terminate this Agreement between the dates when we issue bills to you, you must pay all Charges which have accrued since the last bill was calculated up to the date of termination of the Services.
6.7 The Services may contain, make exceeds the requested amount available or allow access to information, content, merchandise, products and Services provided by £10 third parties and for which there may be charges payable to third parties (for example Software Applications interactive services or less (a “de minimis amount”), online shopping) and in these cases you agree that you are dealing with the de minimis amount shall be irrevocably transferred to third party and not us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable . You agree that all such charges incurred by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable by you as a separate debt.
14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited attributed to your account as quickly as practicable.
14.5 You or invoiced to you, will be your sole and exclusive responsibility and you agree to our limited application pay the same when due, and you shall indemnify and hold harmless Virgin Media and each of its Group Companies for all liability to any third party for such charges. Depending on the nature of the detailed costs and charges disclosure requirements under services, the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing may bill you with an illustration of the cumulative effect of costs directly or we may bill you on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency your regular bill, in which our usual costs and charges figures case you are disclosedresponsible for payment as per the payment obligations in this Agreement.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to time, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time of the change.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
Appears in 2 contracts
Charges and Payments. 14.1 11.1 You must pay Us the Charges from the Service Commencement Date. We will usually ask You to pay for Services in advance and We will bill You for connectivity charges and installation charges in advance of receipt of the relevant Services.
11.2 Call Charges and one-off Charges (for example, engineer visits) will be billed monthly in arrears and are due for payment 21 days from the date of the invoice. You will pay the Charges for the use of the Services. If there is any delay in Us billing You for Charges in relation to calls or the provision of Our Services that were incurred by Us in a previous billing month, We reserve the right to charge You at any time during the Term of this Agreement
11.3 We reserve the right to charge You for any fees in respect of engineer charges, obtaining access and aborted visits in respect of the provision of, or Our attempts to provide, the Services to You, including any charges incurred by Us as a result of a Third Party Operator attending Your premises. All Service and Equipment installation fees will be charged to You and the cost of such fees may be subject to a site survey. If there is any applicable taxdelay in Us billing You for Charges relating to a Third Party Operator that were incurred by Us in a previous billing month, levy, fee or other liabilities, charges, costs and expenses payable in connection with We reserve the transactions effected on your behalf.
14.2 right to charge You will pay any amount owed to us upon demand in freely transferable, cleared and available same day funds in the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction or withholding for any tax. In the event Charges that We incurred from a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”), you agree that the de minimis amount shall be irrevocably transferred to us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable by you as a separate debt.
14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments Third Party Operator in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services Our Services to You at any time during the Term of this Agreement.
11.4 We will send You Your first invoice before or after We provide the Services (depending on the Services being provided) which will itemise Charges for Services and financial instruments provide other relevant Charges and information. We will send You further invoices monthly, but if requested, We may send You an invoice at any time. We will include all Charges on Your next invoice where possible, and in any event as soon as We can.
11.5 We will provide access to the Billing Portal for viewing invoices on a restricted permissions basis. It is Your responsibility to ensure that a designated competent person or persons (the administrator) is appointed to administer Your account. You are solely responsible for all log in and password details for access to the portal. We provide the ability to reset the password by sending a link only to the email address that receives invoice notifications. We are not liable for any loss, damage or claims of any kind resulting from unauthorised access to Your Billing Portal howsoever made.
11.6 The prices and tariffs payable by You for Services are as set out in the Application Form and/or the Price List. Unless We expressly agree otherwise any and all Charges are exclusive of VAT. All electronic VAT invoices are available by accessing Your account on the Billing Portal
11.7 You must notify Us of any query or dispute in respect of any invoice, or any part of an invoice within sixty (60) days of the date of the invoice and We shall negotiate in good time prior faith as soon as reasonably practicable to resolve the provision of such servicedispute. Our costs and charges may be amended from time If You fail to time, and we will notify you Us of any such changes. Any such changes will not apply to transactions executed prior to dispute within the time sixty (60) day period, the full amount of the changeinvoice shall be payable. Payment for all sums not in dispute shall be made on the due date in accordance with this clause 11.
14.7 11.8 If payment is not made when due We will not (save may, without prejudice to its other rights, charge interest at the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have notlower rate of: (i) fraudulently evaded tax4% above the base rate of Co-operative Bank plc; or (ii) been knowingly concerned the maximum rate permitted by law, on any amount You fail to pay from the date when payment was due until the date of the actual payment. Interest Charges are in addition to applicable tariff debit discounts for late payment.
11.9 In order to comply with applicable laws and regulations, We reserve the criminal evasion right to limit the amount that You and Your Users can spend on third party products and services, where such third party products and services are charged to Your account a result of tax; or using the Services (iii) taken any steps “Spending Limit”). If We introduce Spending Limits, You will, and will ensure that Your Users will, comply with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Lawsuch Spending Limits.
Appears in 2 contracts
Samples: Terms and Conditions of Service, Terms and Conditions of Service
Charges and Payments. 14.1 Our charges 6.1 We shall charge you the monthly payments which have been stipulated in the Order, which shall be due and payable on sign-up of the Order and thereafter during the Term on the last Business Day of each month by standing order which you will be subject obliged to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection with the transactions effected have arranged on your behalfsign-up.
14.2 You will pay 6.2 All charges are stated as exclusive of VAT at the applicable rate.
6.3 All Payments due are calculated in sterling and, where we receive payment in another currency, we shall be entitled to additionally levy any amount owed conversion, transaction or similar charges incurred by us in consequence.
6.4 We shall deliver a statement of account with regard to the payments which we have received on a quarterly basis and a summary statement of account in respect of each financial year.
6.5 We shall be entitled to charge you interest on any sums outstanding to us upon demand in freely transferable, cleared and available same day funds in the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction at an annual rate of 8% per annum (or withholding for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”), you agree that the de minimis amount such other rate as shall be irrevocably transferred to usstated at the relevant time as the statutory rate of interest on judgement debts) from the due date, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand.
6.6 You shall indemnify us against all costs, charges and expenses (including reasonable legal costs) incurred by us in enforcing our rights against you under this Contract and will be due entitled to do so notwithstanding any allocation to the small claims jurisdiction of any claim issued by us in the County Court for that purpose and payable by you as a separate so that any such costs will be summarily assessed and added to the judgment debt.
14.4 You will 6.7 All sums payable under this agreement, or otherwise payable by any party to any other party under this agreement are exclusive of any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes.
6.8 Where, under this agreement, any party makes a supply to any other party (Recipient) for VAT purposes and VAT is or becomes chargeable on that supply for which the supplying party is required to account to the relevant tax authority, the Recipient shall, subject to the receipt of a valid VAT invoice, pay the supplying party (in addition to, and at the same time as, any other consideration for that supply) the amount of such VAT.
6.9 Where any party is required by this agreement to reimburse or indemnify any other party for any cost or expense, that first party shall reimburse or indemnify the other party for the full amount of the cost or expense, including any VAT on that amount, except to the extent that the other party is entitled to credit or repayment for that VAT from any relevant tax authority.
6.10 The Parties shall each be responsible for the payment of any applicable tax Taxation or similar which may be personally due from them by virtue of the provisions of this Agreement and shall be fully responsible for and shall indemnify the others for and in respect of any brokerageTaxation or any other liability, transfer feesdeduction, registration fees and all other liabilitiescontribution, charges, costs and expenses payable assessment or incurred by us and / claim arising from or a custodian made in connection with your instructionsthe provisions of this agreement, where the recovery is not prohibited by law. We may deduct The Parties shall further indemnify the others against all reasonable costs, expenses and any penalty, fine or withhold any such estimated interest incurred or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited payable by them in connection with or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to time, and we will notify you consequence of any such changes. Any such changes will not apply to transactions executed prior to the time of the changeliability, deduction, contribution, assessment or claim.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
Appears in 2 contracts
Samples: Retail Agreement, Retail Agreement
Charges and Payments. 14.1 Our 5.1 You shall pay all amounts payable to us in accordance with the Terms and by the Due Date.
5.2 All amounts specified in an Order are exclusive of any applicable Value Added Tax
5.3 All Set-Up Charges, as set out in an Order, are payable at the point of our acceptance of the Order, or, if agreed and reflected in the Order as an Amortized Set-Up Charge, commencing upon the acceptance of an Order.
5.4 Monthly Charges, Call Charges and Usage Charges shall be invoiced monthly in arrears. Monthly charges for Concurrent Licences are billed as daily units, pro rata for the number of days in any given calendar month. Monthly charges for Named User Licences are billed as non-divisible monthly units and where applicable are subject to the Fair Use Policy as stipulated in Quotation. If a Named User Licence exceeds the Fair Use Policy in any month, the difference between the actual usage and the Fair Use Policy shall be billed monthly in arrears based on the relevant Usage Charge rates.
5.5 All Monthly Charges and the date from which the Monthly Charges shall commence are as set out in an Order. For the avoidance of doubt, the Monthly Charges, together with any Call Charges where we provide you with Numbers, represent your minimum contractual commitment to us for the term of each Order. The porting of Numbers away from Cirrus during the term of an Order will constitute a material breach of these Terms.
5.6 If any Monthly Charges become payable within the month, the charges for that month will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection calculated pro-rata from that date.
5.7 We shall provide you with the transactions effected billing information (including call detail information) on your behalfthe Management System as is reasonably sufficient to enable you to verify the details of our invoices.
14.2 You 5.8 If for any reason you dispute the amount of our invoice you shall advise us in writing (“Payment Dispute Notice”) within 14 days of the invoice being received. If you fail to provide a Payment Dispute Notice within 14 days, you shall be deemed to have accepted the invoice.
5.9 If we uphold a Payment Dispute Notice, we will pay any deduct and/or set off an amount owed to us upon demand in freely transferable, cleared and available same day funds in the currency and limited to the accounts that we specify and without making disputed amount from your next invoice. This shall not entitle you to deduct and/or set off any setamounts due on any Due Date.
5.10 All undisputed payments received by us are non-off, counterclaim, deduction or withholding for any tax. refundable.
5.11 In the event that a of late payment you make exceeds the requested amount of any charges by £10 or less (a “de minimis amount”)you, you agree that the de minimis amount shall be irrevocably transferred liable to us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, pay interest may, at our discretion, be payable by you at a rate, not exceeding the rate of 4% per annum above HSBC Bank Plc’s base rate from time to time.
5.12 A charge of £30.00 (or as we may from time to time reasonably determine) is payable to cover costs in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable the event that any payment by you as a separate debt(whether by cheque, direct debit or otherwise) is dishonoured by your bank.
14.4 You will be responsible 5.13 In the event of any increase in the amount charged to us for the payment supply of the Service (or any applicable tax part thereof) we may vary the charges payable for the Service provided always that the percentage increase in charges will not exceed the percentage change in the amount charged to us.
5.14 In the event of a delay in the fulfilment of your obligations under clause 4, we may make a reasonable charge for the reimbursement of our direct costs arising from such delay.
5.15 You may increase the number of Licences and Services required under an Order at any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us time and; the new Licence and / or Service totals shall represent your minimum contractual commitment to us unless reverted within 90 (ninety) days. For the avoidance of doubt, such additional Licences and Services shall constitute a custodian separate Order under this Agreement and in connection with your instructions. particular will be subject to clauses 6 and 10 of this Agreement.
5.16 We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability sole discretion request you to pay; a deposit in advance as security for payment of your invoices; and/ or to provide a parent company guarantee; and/ or to provide a bank guarantee.
5.17 Your Aggregate Payment Liability shall not exceed your Credit Limit, which shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended agreed between us from time to time. If the Aggregate Payment Liability exceeds the Credit Limit you shall, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time on written notification from us, make immediate payment of the changeamount demanded by us (which for the avoidance of doubt shall be the balance between the Aggregate Payment Liability and the Credit Limit.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.)
Appears in 1 contract
Samples: Master Service Agreement
Charges and Payments. 14.1 Our charges will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection with the transactions effected on your behalf.
14.2 6.1 You will pay to us the Charges calculated in accordance with the terms of the Agreement and another amounts as specified in this Agreement.
6.2 Unless we agree otherwise, we will send you a monthly invoice, based on our reasonable estimate of the gas and/or electricity which you will use in the following month and you agree to pay any amount owed shown in such invoice. The quantity of gas and/or electricity supplied to us upon demand in freely transferable, cleared you under the Agreement will be measured by the meter(s) at each Supply Point. Based on those meter readings we will reconcile the amount of gas and/or electricity supplied to you and available same day funds the amount which we have invoiced you and adjust the amount due to or from you in the currency and next invoice.
6.3 You shall pay any invoice in full by variable Direct Debit (or as otherwise may be agreed in the Confirmation Letter and/or Contract Acceptance Form) within 10 days of the date of the invoice. If we agree to accept payment from you other than by Direct Debit, then you shall pay any invoice within 10 days of the accounts that date of the invoice. Where the due date for payment of any sum by you under the Agreement is not a Business Day, the due date shall be the next Business Day. If we specify and agree a monthly or other periodic budget plan (including, without making any set-offlimitation, counterclaim, deduction a monthly payment plan) with you from time to time (as set out in the Confirmation Letter and/or Contract Acceptance Form or withholding for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”otherwise), you agree that you shall make payments to us in accordance with the de minimis amount terms of such plan and that we shall be irrevocably transferred entitled to usapply such sums as are held by us in settlement of any outstanding Charges in such order as we may decide. During the term of this Agreement, belong we shall be under no obligation to repay the credit balance of any amounts you have paid to us and may which have not been applied in settlement of any outstanding Charges unless we, acting reasonably upon a request from you, agree to do so. Before agreeing to any such repayment of a credit balance, we would require, as a minimum, valid, actual meter readings at least 14 days prior to such repayment being made to you. We shall be retained entitled to require that you make payments to us in advance of the relevant Supply being made to you unless agreed otherwise in the Confirmation Letter or Contract Acceptance Form.
6.4 Without limiting any of our other rights or remedies, if you fail to make any payment due to us by usthe Due Date, we shall be entitled to:
6.4.1 charge you interest on the overdue amount at the rate of 8 per cent per annum above the Base Rate, accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount in full, whether before or after judgment, and does compounding quarterly; or
6.4.2 charge you an amount of up to £100 per Premises on each occasion where we are required to contact you in respect of a failure by you to pay an amount due by you by the Due Date; or
6.4.3 charge you fixed sum charges in accordance with the Late Payment of Commercial Debts (Interest) Xxx 0000; or
6.4.4 recover from you all costs, charges and expenses incurred by us and/or any third party appointed by us in attempting to recover any sums due by you to us or for any breach by you of the Agreement; or
6.4.5 change your meter to the pre-payment setting or require you to pay for the Supply via a Prepayment meter; or
6.4.6 discontinue, alter, de-energise or disconnect (remotely or otherwise) the Supply and recover all costs associated with the discontinuance, alteration, disconnection and/or de-energisation of the Supply and replacement or removal of any meters.
6.5 You shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and you shall not need be entitled to be returned assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
14.3 If 6.6 Without prejudice to our other rights under the Agreement, we may vary the Charges or pass through any higher or additional costs:
6.6.1 if any of the information supplied by you default in paying any amount owed to us when it is dueuntrue, interest mayincomplete or inaccurate (in which case such variation or pass through shall be with effect from the Commencement Date);
6.6.2 in order to comply with any law, at regulation, direction, order, licence or other legal requirement;
6.6.3 where the Confirmation Letter and/or Contract Acceptance Form provides for the pass-through of third party charges;
6.6.4 where there is a change in relation to third party charges as a result of a change in law, industry agreements or the Authority imposes such a change or there is a change in the structure or method of calculating such charges;
6.6.5 you do not have or cease to have your own Agents; and/or
6.6.6 where any obligation or cost that is imposed on us in connection with distribution, transportation or supply of gas and/or electricity is increased, or the method of calculating such costs is changed, or a new obligation or cost is introduced, and that increase, change in method or new cost or obligation affects our discretioncosts of providing the Supply or of otherwise complying with our obligations under this Agreement.
6.7 In addition to the Charges, be payable you will also pay to us on demand:
6.7.1 the reasonable costs, charges and expenses incurred by us in attempting to recover any sums due by you to us or for any breach by you of the Agreement, including, without limitation, third party costs, charges and expenses;
6.7.2 any costs, charges and expenses incurred by us in connection with the disconnection or reconnection a supply of gas and/or electricity to you under the Agreement or a de-energisation or energisation of electricity Supply Point(s) and/or the replacement or removal of any meters;
6.7.3 our costs in relation to the supply, distribution, transmission and transportation of gas and/or electricity to the Premises. For the avoidance of doubt, this includes, without limitation, costs relating to the renewable obligation, feed in tariff, contracts for difference and capacity market charges.
6.7.4 any costs, charges or liabilities incurred by us relating to any obligation imposed on us, either at the date of this Agreement or afterwards, as a supplier of gas and/or electricity under any Industry Agreement, law, regulation, direction or order;
6.7.5 any amounts of Climate Change Levy for the relevant period, charged at the applicable rates as set out by Her Majesty's Revenue and Customs;
6.7.6 such reasonable charges as may be levied by us or upon us by an Agent or others arising from or in relation to the Agreement;
6.7.7 any costs, charges and expenses incurred by us in connection with you exceeding the total amount of gas and/or electricity that you are permitted to consume at a rateSupply Point in any given period as agreed with the operator of the local gas or electricity distribution network (as the case may be);
6.7.8 any costs, charges and expenses incurred by us in connection with us being Registered to a Supply Point with Low Electricity Consumption and/or Low Gas Consumption, based on the network and metering costs, charges and expenses we incur as a result, subject to a minimum monthly charge of £100 per relevant Supply Point;
6.7.9 any costs and expenses incurred by us in connection with you making any payments due to us under the Agreement by way of credit, debit or charge card;
6.7.10 in respect of any invoice which is not exceeding settled by direct debit, an amount equal to the base rate greater of (i) 6% of the amount of such invoice, and (ii) £75 in respect of each Supply Point to which such invoice relates;
6.7.11 the sum of £50 on each occasion that you or your bank cancel a direct debit instruction (unless you give us written notice of alternative, valid, direct debit instructions prior to the date on which you or your bank cancel such direct debit instruction);
6.7.12 the sum of £50 on each occasion we are unable to recover a payment, or we only recover part of a payment, from you pursuant to a direct debit instruction;
6.7.13 the costs we incur if we have to disconnect you, which shall be at least £750 per disconnection; and
6.7.14 an amount calculated in accordance with the following on each occasion that you fail to pay in full when due any instalment we may agree with you from time to time in forcerelation to a monthly or other periodic budget plan: Less than £1,000 £40 £1,000 or more but less than £10,000 £70 £10,000 or more £100
6.8 We shall be entitled at any time to undertake a review of your credit status. If we are not satisfied (in our sole discretion) with your credit status at any time, or if you have failed to pay any sum due to us by the date due in terms of Barclays Bank plcthe Agreement, plus 4% per annum. Interest will accrue we may:
6.8.1 require that you provide us with a security deposit (or increase any security deposit held by us), bank guarantee, parent or personal guarantee or such other form of security or guarantee that we may request, all on a daily basis such terms and will from such party as may be due and payable by acceptable to us; and/or
6.8.2 terminate the Fixed Term immediately upon notice to you as (in which case Condition 2.5 shall apply);and/or
6.8.3 terminate the Agreement immediately upon notice to you (in which case Condition 14.2 shall apply); and/or
6.8.4 vary the Charges immediately upon notice to you.
6.9 We shall be under no obligation to hold any security deposit on trust for you or in a separate debtbank account specified for that purpose.
14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which 6.10 If we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the require provision of our services and financial instruments in good time a deposit, security or guarantee prior to the provision commencement of the Supply, the Supply shall not commence until such servicedeposit, security or guarantee has been provided to us. Our costs and charges may If at any other time you fail to provide a deposit, security or guarantee within 14 days of our request, such failure shall be amended from time deemed to time, constitute a material breach of the Agreement and we will notify shall be entitled to either:-
6.10.1 terminate the Agreement forthwith by writing notice to you (in which event Condition 14.2 shall apply); or
6.10.2 vary the Charges immediately upon notice to you.
6.11 Any amount expressed as payable to us under the Agreement is exclusive of VAT unless stated otherwise.
6.12 Where the Confirmation Letter and/or the Contract Acceptance Form indicates any such changes. Any such changes will not apply to transactions executed prior to the time elements of the changeCharges that are pass-through Charges, such Charges shall be passed through and invoiced to you at cost.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
Appears in 1 contract
Charges and Payments. 14.1 Our charges will be subject to 6.1 As consideration for the provision of the Services, You must pay all Fees specified in this Agreement in accordance with the payment terms in this Agreement. All Fees are exclusive of any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, which where applicable shall be charged in addition to the Fees and shall be payable by You.
6.2 You shall make all payments under this Agreement without withholding or deduction of, or in respect of, any tax, levy, impost, duty, charge or fee unless required by law. If any such withholding or deduction is required, You shall pay to Us such additional amount as will ensure that We receive the same total amount that it would have received if no such withholding or deduction had been required.
6.3 All Fees in respect of edison365 are based on Subscriptions purchased and not actual usage and payment obligations are non-cancellable and except as set out in these Terms and Conditions all Fees are non-refundable.
6.4 Any Fees in respect of Services are exclusive of the cost of travel, accommodation, subsistence and the cost of materials and third party services or other liabilitiesancillary costs (collectively, charges, costs “Travel and expenses payable Expenses”) reasonably incurred by Us in connection with the transactions effected on your behalfServices. Any such Travel and Expenses pre-approved and agreed by You shall be invoiced by Us and paid by You in accordance with the rate card specified in this Agreement, or if no such rate card is specified then at cost or in accordance with Our standard rate card.
14.2 You will pay any amount owed to us upon demand in freely transferable, cleared and available same day funds in the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction or withholding 6.5 Payment for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”), you agree that the de minimis amount shall be irrevocably transferred to us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and Subscriptions will be due and payable by you as a separate debt.
14.4 You at the time of purchase. Your chosen payment method will be responsible for the payment billed immediately upon confirmation of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretionYour Subscription. Any difference between use of edison365 once the Renewal Term commences will be deemed agreement to make payment for such estimated amounts Renewal Term. If We have not received payment in accordance with this Clause 6.5 or within the period specified in this Agreement, and the final confirmed liability shall be credited or debited without prejudice to your account as quickly as practicable.
14.5 You agree to our limited application any other of the detailed costs Our rights and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited toremedies:
(a) providing information We may, without liability to you about our costs You and charges in a format other than a durable medium;
on 30 days prior written notice to You, disable Your authentication credentials (bwhere applicable) not providing you with details and access to all or part of third party payments in relation edison365 and We shall be under no obligation to our ex-ante costs and charges disclosure;
(ccontinue allowing access to any part or all of edison365 while the invoice(s) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to time, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time of the change.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Lawremain unpaid; and
(b) you have put interest shall accrue on a daily basis on such due amounts at the annual rate specified in place all reasonable prevention procedures as may be required to prevent this Agreement, commencing on the criminal facilitation of tax evasion by any associated person under Applicable Lawdue date and continuing until fully paid, whether before or after judgment.
Appears in 1 contract
Charges and Payments. 14.1 17.1 You shall pay our fees and charges notified to you from time to time. Our charges will and other rates are set out in a fee schedule (the “Fee Schedule”) provided to you from time to time or as otherwise may be subject to any applicable tax, levy, fee or other liabilities, charges, agreed with you. Where we calculate costs and charges on an ex-ante basis, we use actually incurred costs as a proxy for the expected costs and charges. Where actual costs are not available, we shall make reasonable estimations of these costs. We shall review any ex-ante assumptions made on an ex-poste basis and shall make adjustments to these assumptions as necessary.
17.2 Our charges may include a commission, mark-up or markdown, administration, account maintenance fees and/or, where we use our internal sources of liquidity, a spread and any other fees and charges set out in the Fee Schedule.
17.3 All and any expenses payable incurred by Renaissance in the proper performance of its obligations under and in connection with this Agreement shall be for the account of the Customer, and all such expenses shall be deducted from the Account by Renaissance.
17.4 You shall also pay any Taxes imposed on any Account or transaction effected by or cleared for you, any fees or other charges imposed by an Exchange, any clearing organisation, custodian, executing broker and other fees and charges payable for the purposes of providing Services to you. Please note that any such Taxes and other fees and
17.5 We may receive remuneration from, or share charges with, an Associate or other third party in connection with transactions effected carried out on your behalf subject to the Applicable Laws and Regulations.
17.6 All payments to us under this Agreement shall be made in same day funds in a relevant currency required for settlement of the transaction to the bank account designated by us for such purposes. All such payments shall be made by you without any deduction or withholding and regardless of any right of equity, set-off or counterclaim that you may allege against Renaissance.
17.7 We will charge you in the Base Currency or in any other currency as we may agree from time to time. Where the transaction giving rise to a charge is in currency other than the Base Currency, we may charge you in the currency of the transaction at the Spot Rate.
17.8 We may deduct from your Account any amount (including any fees and charges) owed to us hereunder without any further Order, authorisation or confirmation on your behalf.
14.2 You 17.9 In accordance with our obligations under the Applicable Laws and Regulations, we will pay separately disclose to you all costs and charges incurred in connection with the Services and the Accounts (including any amount owed costs incurred by third parties). This will include details on how and in what currency to make payments due to us upon demand in freely transferable, cleared (and available same day funds in the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction where applicable our Associates). Given your classification as a Professional Client or withholding for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”)Eligible Counterparty, you hereby agree to a limited application of detailed disclosure of costs and charges, except where they relate to derivatives. An itemised breakdown of all costs and charges can be provided on request. You hereby confirm and warrant during the term of this Agreement that the de minimis amount shall be irrevocably transferred to us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, interest may, at have been informed about all our discretion, be payable by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable by you as a separate debt.
14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred charges (including without limitation any interest and default interest charged by us us) and / or a custodian in connection with you consider these to be acceptable and reasonable and your instructions. We continued use of our Services evidences your continued acceptance of these fees, costs and charges.
17.10 Any investment research we may deduct or withhold provide to you will be charged separately to the Services.
17.11 If at any time, any fees and charges (including without limitation any interest and default interest charged by us) exceeds any cap imposed under the Applicable Laws and Regulations, then these shall be considered as being automatically capped at the limit after which any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicablecap applies.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to time, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time of the change.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
Appears in 1 contract
Samples: Investment Services Agreement
Charges and Payments. 14.1 11.1 Our charges will be subject to negotiation and agreement as agreed from time to time. Our charges will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection with the transactions effected on your behalf. Further details of charges are set out in Schedule 1.
14.2 11.2 You will pay any amount owed to us upon demand in freely transferable, cleared and available same day funds in the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction or withholding for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”), you agree that the de minimis amount shall be irrevocably transferred to us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 11.3 If you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable by you at a rate, rate not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable by you as a separate debt. Interest will begin to accrue 30 days after a demand for the sums has been given and where the sums due remain outstanding after this period.
14.4 11.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules 11.5 Where we make any amendments to, or in our absolute discretionaccordance with, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing this Clause 12, we will provide you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to time, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time at least 15 days' notice of the change.
14.7 We will not (save , and to the extent we are required under Applicable Law) provide that you do not agree with annual statements of the actual cost and charges these changes, you incurwill be entitled to terminate this Agreement, unless you request for such disclosure by speaking to your usual Deutsche Numis contactwithout penalty.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
Appears in 1 contract
Samples: Retail Client Agreement
