Common use of CHARGES, INVOICING AND PAYMENT Clause in Contracts

CHARGES, INVOICING AND PAYMENT. 3.1 In consideration of the performance of its obligations under this Agreement, including the performance of the Services and the provision of the Products, UBS shall pay the Charges set out in the Supply Order. 3.2 Supplier shall only be entitled to invoice for Services, including any relevant Deliverables, or a Product following Acceptance by UBS and, as applicable, achievement of the relevant Acceptance Criteria. 3.3 UBS shall pay the relevant due and undisputed Charges within 60 days of receipt of an invoice. UBS shall not be obliged to pay invoices that do not comply with the requirements of this clause 3 and any other requirements set out in the Supply Order. 3.4 Payment of Charges may be suspended upon written notice by UBS to Supplier if any investigation, claim or proceeding is brought or threatened to be brought against UBS (or any of its Affiliates) by any third party (including any Regulator) arising out of or in connection with the Services or any Product. 3.5 Unless otherwise specified in the Supply Order, Charges are inclusive of: (i) Expenses; (ii) all taxes and duties applicable to the Services, including any associated Deliverables, or Products; and (iii) costs relating to all activities required for proper performance and provision of the Services or Products, including any embedded or associated Software to be provided by Supplier. 3.6 Any Expenses must be agreed with UBS prior to being incurred and: (i) expressly set out in the Supply Order; (ii) itemized in a Supplier’s invoice; (iii) passed through to UBS at cost (with no mark-up); and (iv) properly documented and evidenced by receipts or invoices. 3.7 If UBS disputes all or part of an invoice, it has the right to withhold payment of the disputed amount. UBS shall notify Supplier of the basis of the dispute. Upon resolution of the dispute, UBS shall pay the undisputed amount within 60 days. Pending resolution of the dispute, Supplier shall continue to perform its obligations under the Agreement.

CHARGES, INVOICING AND PAYMENT. 3.1 In consideration of the performance of its obligations under this Agreement, including the performance of the Services and the provision of the Products, UBS shall pay the Charges set out in the Supply Order. 3.2 Supplier shall only be entitled to invoice for Services, including any relevant Deliverables, Services or a Product Products following Acceptance by UBS and, as applicable, achievement of the relevant Acceptance Criteria. 3.3 UBS shall pay the relevant due and undisputed Charges within 60 days of receipt of an invoice. UBS shall not be obliged to pay invoices that do not comply with the requirements of this clause 3 and any other requirements set out in the Supply Order. 3.4 Payment of Charges may be suspended upon written notice by UBS to Supplier if any investigation, claim or proceeding is brought or threatened to be brought against UBS (or any of its Affiliates) by any third party (including any Regulator) arising out of or in connection with the any Services or any ProductProducts. 3.5 Unless otherwise specified in the Supply Order, Charges are inclusive of: (i) Expenses; (ii) all taxes and duties applicable to the Services, including any associated Deliverables, or Products; and (iii) costs relating to all activities required for proper performance and the provision of the Services or Products, including any embedded or associated Software to be provided by SupplierSoftware. 3.6 Any Expenses must be agreed with UBS prior to being incurred and: (i) expressly set out in the Supply Order; (ii) itemized in a Supplier’s invoice; (iii) passed through to UBS at cost (with no mark-up); and (iv) properly documented and evidenced by receipts or invoices. 3.7 If UBS disputes all or part of an invoice, it has the right to withhold payment of the disputed amount. UBS shall notify Supplier of the basis of the dispute. Upon resolution of the dispute, UBS shall pay the undisputed amount within 60 days. Pending resolution of the dispute, Supplier shall continue to perform its obligations under the Agreement.

CHARGES, INVOICING AND PAYMENT. 3.1 In consideration 7.1 The Authority shall pay the Charges to the Supplier in accordance with Schedule 3. 7.2 Except as otherwise provided in this Agreement, the parties shall each bear their own costs and expenses incurred in respect of the performance of its compliance with their obligations under this Agreement, including . 7.3 The Supplier shall invoice the performance Authority for payment of the Services Charges at the time the Charges are expressed to be payable in accordance with Schedule 3. All invoices shall be directed to the Authority's Authorised Representative and shall contain such information as the provision Authority may inform the Supplier from time to time. 7.4 The Authority shall accept for processing any electronic invoice submitted by the Supplier that complies with the standard on electronic invoicing provided that it is valid and undisputed. For these purposes, an electronic invoice complies with the standard of electronic invoicing where it complies with the standard and any of the Products, UBS shall pay the Charges set out syntaxes published in the Supply OrderUK version of Commission Implementing Decision (EU) 2017/1870 as it forms part of English law under the European Union (Withdrawal) Act 2018. 3.2 7.5 Where the Supplier submits an invoice to the Authority in accordance with clause 7.3the Authority will consider and verify that invoice in a timely fashion and shall only be entitled seek to invoice for Services, including any relevant Deliverables, or a Product following Acceptance by UBS and, as applicable, achievement of the relevant Acceptance Criteria. 3.3 UBS shall pay the relevant all sums due and undisputed Charges within 60 30 days of receipt of an invoice. UBS shall not be obliged to pay invoices that do not comply with the requirements of this clause 3 and any other requirements set out in the Supply Order. 3.4 Payment 7.6 The Charges are stated exclusive of Charges may VAT, which shall be suspended upon written notice added at the prevailing rate as applicable and paid by UBS to the Authority following delivery of a valid VAT invoice. The Supplier if shall indemnify the Authority against any investigation, claim or proceeding is brought or threatened to be brought against UBS (or any of its Affiliates) by any third party liability (including any Regulatorinterest, penalties or costs incurred) arising out which is levied, demanded or assessed on the Authority 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. 7.7 The Supplier shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Authority pursuant to this Agreement. Such records shall be retained for inspection by the Authority for up to 12 years in connection line with the Services or any Product. 3.5 Unless otherwise specified in Supplier’s Document Retention Policy from the Supply Order, Charges are inclusive of: (i) Expenses; (ii) all taxes and duties applicable to the Services, including any associated Deliverables, or Products; and (iii) costs relating to all activities required for proper performance and provision end of the Services or Products, including any embedded or associated Software Contract Year to be provided by Supplierwhich the records relate. 3.6 Any Expenses must be agreed with UBS prior to being incurred and: (i) expressly set out in the Supply Order; (ii) itemized in a Supplier’s invoice; (iii) passed through to UBS at cost (with no mark-up); and (iv) properly documented and evidenced by receipts or invoices. 3.7 If UBS disputes all or part of an invoice, it has the right to withhold payment of the disputed amount. UBS shall notify Supplier of the basis of the dispute. Upon resolution of the dispute, UBS shall pay the undisputed amount within 60 days. Pending resolution of the dispute, Supplier shall continue to perform its obligations under the Agreement.

CHARGES, INVOICING AND PAYMENT. 3.1 In consideration 8.1 Customer shall pay to Supplier the undisputed Charges within 45 days of the performance of its obligations under this Agreement, including date upon which Customer receives from Supplier a complete and accurate invoice in accordance with the performance of the Services and the provision of the Products, UBS shall pay the Charges set out in the Supply Purchase Order. 3.2 Supplier 8.2 All Charges and other sums payable under this Agreement are exclusive of taxes, which, if taxes are applicable, will be set out on the applicable invoice and will be payable at the applicable rate. 8.3 Customer shall only be entitled under no obligation to pay any invoice for Services, including any relevant Deliverables, Products or Services provided by Supplier unless a Product following Acceptance proper and approved Purchase Order has been issued by UBS and, as applicable, achievement Customer in respect of the relevant Acceptance CriteriaProducts or Services and Supplier has registered for and addressed all outstanding actions (which may include choosing to agree to variations to this Agreement) from time to time in Customer’s online supplier portal and separate online invoicing system, where implemented by Customer in the applicable jurisdiction. Supplier shall comply with all terms of use presented on such online supplier portal and online invoicing system, where implemented by Customer in the applicable jurisdiction. The provision by Supplier of any Products or Services prior to issuance by Customer of its proper and approved Purchase Order shall be at Supplier’s own risk. 3.3 UBS 8.4 In the event that Customer fails to make payment of any amounts which have not been disputed, Supplier shall pay promptly notify the relevant due and undisputed Charges within 60 days of receipt of an invoiceCustomer so that the situation can be rectified as soon as possible. UBS shall not be obliged to pay invoices that do not comply with the requirements of this clause 3 and any other requirements set out in the Supply Order. 3.4 Payment of Charges may be suspended upon written notice by UBS to Supplier if any investigation, claim No late payment penalty or proceeding is brought or threatened to be brought against UBS (or any of its Affiliates) by any third party interest (including any Regulatorstatutory interest) arising out shall be charged to Customer, except if Applicable Laws permit Supplier to charge late payment interest notwithstanding a contractual prohibition, in which case Supplier may charge interest, at two (2) percent per annum above the then-current base lending rate of the national central bank of the country in which Customer has its main business address, on the undisputed invoiced amount, from the due date until payment is made (whether before or in connection with the Services or any Productafter judgment has been obtained). 3.5 Unless otherwise specified in the Supply Order8.5 Customer will not be responsible for, Charges are inclusive of: (i) Expenses; (ii) all taxes and duties applicable to the Servicesnor will Customer pay, including any associated Deliverables, or Products; and (iii) costs relating to all activities required for proper performance and provision of the Services or Products, including any embedded or associated Software to be provided by Supplier. 3.6 Any Expenses must be agreed with UBS prior to being incurred and: (i) expressly set out in the Supply Order; (ii) itemized in a Supplier’s invoice; (iii) passed through to UBS at cost (with no mark-up); and (iv) properly documented and evidenced by receipts costs of travel or invoicesexpenses unless Customer has approved of those costs in writing in advance of them being incurred. 3.7 If UBS disputes all or part of an invoice, it has the right to withhold payment of the disputed amount. UBS shall notify Supplier of the basis of the dispute. Upon resolution of the dispute, UBS shall pay the undisputed amount within 60 days. Pending resolution of the dispute, Supplier shall continue to perform its obligations under the Agreement.

CHARGES, INVOICING AND PAYMENT. 3.1 In consideration of the performance of its obligations under this Agreement, including for the performance of the Services and the provision delivery of the ProductsDeliverables, UBS shall pay the Charges set out in the Supply Order. 3.2 Supplier shall only be entitled to invoice for Services, including any relevant Deliverables, or a Product Deliverable following Acceptance by UBS and, as applicable, achievement of the relevant Acceptance CriteriaCriteria and Acceptance by UBS. 3.3 UBS shall pay the relevant due and undisputed Charges within 60 days of receipt of an invoice. UBS shall not be obliged to pay invoices that do not comply with the requirements of this clause 3 and any other requirements set out in the Supply Order. 3.4 Payment of Charges may be suspended upon written notice by UBS to Supplier if any investigation, claim or proceeding is brought or threatened to be brought against UBS (or any of its AffiliatesUBS Affiliate) by any third party (including any Regulator) arising out of or in connection with the Services or any ProductDeliverables. 3.5 Unless otherwise specified in the Supply Order, Charges are inclusive of: (i) Expenses; (ii) all taxes and duties applicable to the Services, including any associated Services or Deliverables, or Products; and (iii) costs relating to all activities required for proper performance and provision of the Services or Productsand Deliverables, including any embedded or associated Software to be provided by Supplier. 3.6 Any Expenses must be agreed with UBS prior to being incurred and: (i) expressly set out in the Supply Order; (ii) itemized in a Supplier’s invoice; (iii) passed through to UBS at cost (with no mark-up); and (iv) properly documented and evidenced by receipts or invoices. 3.7 If UBS disputes all or part of an invoice, it has the right to withhold payment of the disputed amount. UBS shall notify Supplier reasonably promptly of the basis of the dispute. Upon resolution of the dispute, UBS shall pay the undisputed amount within 60 days. Pending resolution of the dispute, Supplier shall continue to perform its obligations under the Agreement.

CHARGES, INVOICING AND PAYMENT. 3.1 11.1 Customer shall pay the undisputed Charges for the Services as set out in Schedule 2 and in accordance with the payment terms there set out. 11.2 In consideration addition to the Charges, Aesica shall be entitled to invoice the Customer on a pass through basis in respect of any Pass Through Items it purchases in connection with the provision of the Services, as set forth in the Work Plan. In addition to the cost of the Pass Through Items, Aesica shall be entitled to invoice the Pass Through Charge in respect of any such Pass Through Items. Any invoices issued pursuant to this clause 11.2, shall be paid by the Customer within the time period specified on the applicable invoice (which may be such time period as Aesica may reasonably require in order to ensure that it receives the funds in time to make the necessary payment to the third party, if applicable. If Aesica does not require such pre-payment, then the provisions of clause 11.4 shall apply). 11.3 Save where otherwise provided in this agreement, all amounts referred to in this agreement are exclusive of value added tax (VAT) or other applicable sales tax which, where chargeable by Aesica, shall be payable by Customer at the rate and in the manner prescribed by law. 11.4 Customer must pay all undisputed invoices within thirty (30) days of its receipt of the applicable invoice (“Due Date”). Customer must pay all undisputed invoices, in full and in cleared funds, by the Due Date without deduction, set off or withholding of any kind. 11.5 If Customer fails to make any undisputed payment to Aesica under this Agreement by the applicable Due Date, Aesica shall, without prejudice to any other right or remedy available to Aesica, be entitled to suspend the performance or further performance of its obligations under this Agreementthe Work Plan, including without liability to Customer and to charge interest on the performance overdue amount from the Due Date up to the date of actual payment, after as well as before judgment, at the Services and rate of three percent (3%) per annum, or the provision of the Productsmaximum rate allowed by law, UBS shall pay the Charges set out in the Supply Orderwhichever is less. 3.2 Supplier 11.6 The Charges shall only be entitled to invoice for Servicespaid in pounds sterling, including any relevant Deliverables, or a Product following Acceptance unless otherwise agreed in writing by UBS and, as applicable, achievement of the relevant Acceptance CriteriaAesica. 3.3 UBS shall pay the relevant due and undisputed Charges within 60 days of receipt of an invoice. UBS shall not be obliged to pay invoices that do not comply with the requirements of this clause 3 and any other requirements set out in the Supply Order. 3.4 Payment of Charges may be suspended upon written notice by UBS to Supplier if any investigation, claim or proceeding is brought or threatened to be brought against UBS (or any of its Affiliates) by any third party (including any Regulator) arising out of or in connection with the Services or any Product. 3.5 Unless otherwise specified in the Supply Order, Charges are inclusive of: (i) Expenses; (ii) all taxes and duties applicable to the Services, including any associated Deliverables, or Products; and (iii) costs relating to all activities required for proper performance and provision of the Services or Products, including any embedded or associated Software to be provided by Supplier. 3.6 Any Expenses must be agreed with UBS prior to being incurred and: (i) expressly set out in the Supply Order; (ii) itemized in a Supplier’s invoice; (iii) passed through to UBS at cost (with no mark-up); and (iv) properly documented and evidenced by receipts or invoices. 3.7 If UBS disputes all or part of an invoice, it has the right to withhold payment of the disputed amount. UBS shall notify Supplier of the basis of the dispute. Upon resolution of the dispute, UBS shall pay the undisputed amount within 60 days. Pending resolution of the dispute, Supplier shall continue to perform its obligations under the Agreement.