Common use of CHARGES, INVOICING AND PAYMENT Clause in Contracts

CHARGES, INVOICING AND PAYMENT. 3.1 The Owner must pay to Aurizon Network the following costs, fees and charges at the times and in the manner specified: (a) the Annual Service Charge (if any); (b) the reasonable and prudent costs of the design, construction and commissioning of modifications to, or upgrade or replacement of, the Connecting Infrastructure in accordance with clauses 6.9 and 6.10, excluding any costs incurred by Aurizon Network in the performance of its maintenance, operation or reinstatement obligations under this Agreement in relation to the Connecting Infrastructure; and (c) the reasonable and prudent costs of decommissioning and removing the Connecting Infrastructure upon the expiry, or earlier termination in accordance with clause 18, of this Agreement so as to remove the connection between the Network and the Private Infrastructure and restore the affected section of the Network to a condition consistent with the adjacent sections of the Network, subject to and as adjusted in accordance with clause 3.2. (a) The amounts payable by the Owner under clause 3.1 represent consideration for Aurizon Network meeting all obligations under this Agreement including maintenance and inspection charges for the Connecting Infrastructure and administration of the Agreement. (b) The amounts payable by the Owner under clause 3.1 will be adjusted where an audit undertaken in accordance with clause 3.5 has identified an error in the levy, allocation or calculation of the reasonable and prudent costs which have been invoiced to the Owner in accordance with clause 3.3. (c) If for any Maintenance Year, all Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were Reference Train Services, no Annual Service Charge will be payable. (d) If for any Maintenance Year, some or all of the Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were not Reference Train Services, the Annual Service Charge will be the proportion of the reasonable and prudent incremental and direct costs actually incurred by Aurizon Network during that Maintenance Year in connection with performing its operation and maintenance activities in relation to the Connecting Infrastructure in accordance with this Agreement, excluding costs which are included in access charges for access rights utilised by Train Services entering and/or exiting the Network via the Connecting Infrastructure and costs excluded in accordance with clause 1.2(d), which the non-Reference Train Services which utilised the Connecting Infrastructure during the Maintenance Year bears to the total number of all Train Services which utilised the Connecting Infrastructure during the Maintenance Year. 3.3 Aurizon Network must issue an invoice to the Owner for: (a) the Annual Service Charge (if any) referrable to a Maintenance Year, within 30 Business Days of the expiry of that Maintenance Year (with an invoice for an Annual Services Charge calculated pursuant to clause 3.2(d) being required to provide details of how the relevant proportion and exclusions were calculated); and (b) other costs payable under clause 3.1 or other clauses of this Agreement, following the incurring of any such costs by Aurizon Network provided that such invoices cannot be issued more regularly than monthly. The Owner must pay the amount invoiced by Aurizon Network within 20 Business Days after the Owner’s receipt of the invoice. The other costs payable by the Owner under this Agreement are payable within 10 Business Days of receipt by the Owner of an invoice from Aurizon Network in respect of such costs. (a) If the Owner disputes an amount or amounts claimed by Aurizon Network in an invoice issued to the Owner, the Owner will, within 10 Business Days of the invoice being issued, give notice of that dispute to Aurizon Network setting out in detail the grounds for the dispute, and the dispute will be resolved in accordance with clause 17 of this Agreement. The Owner will pay the undisputed portion of the amount claimed in the relevant invoice on or before the due date for payment. Within 10 Business Days after the resolution of the dispute, an appropriate adjustment will be made between the Parties as required. (b) If the Owner fails to pay in full any costs, fees or charges payable by the Owner under this Agreement on or before the due date for payment (including any disputed amount which is subsequently determined to be payable by the Owner to Aurizon Network), the Owner will be liable to pay interest on the outstanding amount at a rate of two per cent (2%) above the Commonwealth Bank of Australia’s ‘Reference Rate’ for borrowers with overdrafts of $100,000 or more as published in the Australian Financial Review from time to time whilst such amounts remain outstanding or, if such ‘Reference Rate’ is not so published, at a rate reasonably specified by Aurizon Network. (c) Interest payable under clause 3.4(b) will be calculated on daily balances on the amounts outstanding from the date for payment of the amount until such amount, together with interest thereon, has been paid in full. All interest accrued but unpaid at the end of each day (or such longer period as specified by Aurizon Network) will itself bear interest. 3.5 The Owner may at any time (and from time to time) require that an audit is undertaken of the costs, fees and charges referred to in clause 3.1 for the purpose of verifying that the costs, fees and charges invoiced to the Owner have been properly allocated to the Owner. If the Owner requires such an audit is undertaken: (a) the audit must be carried out by a person agreed by the Parties (or failing agreement nominated by the President for the time being of CPA Australia Limited) who is appropriately skilled and qualified to carry out the audit, is impartial and has undertaken to be bound by reasonable duties of confidence, if so required by either the Owner or Aurizon Network; (b) the Owner must bear the costs of the audit; (c) Aurizon Network must make available such information as is reasonably required by the auditor; and (d) promptly following completion of the audit, the results of the audit (which must include findings as to whether the Owner has been invoiced the correct amounts and, if not, the financial adjustment required to rectify that error) will be made available to Aurizon Network and the Owner.

CHARGES, INVOICING AND PAYMENT. 3.1 The (a) Subject to clause 1(b)(iv), the Private Infrastructure Owner must pay to Aurizon Network the following costs, fees and charges at the times and in the manner specified:specified:‌ (ai) the Annual Service Charge (if any); (bii) the reasonable and prudent costs of the design, construction and commissioning of modifications to, or upgrade or replacement of, the Connecting Infrastructure in accordance with clauses 6.9 8(e) and 6.108(f), excluding any costs incurred by Aurizon Network in the performance of its maintenance, operation or reinstatement obligations under this Agreement in relation to the Connecting Infrastructure; and (ciii) the reasonable and prudent costs of decommissioning and removing the Connecting Infrastructure upon the expiry, or earlier termination in accordance with clause 1820, of this Agreement so as to remove the connection between the Network and the Private Infrastructure and restore the affected section of the Network to a condition consistent with the adjacent sections of the Network, subject to and as adjusted in accordance with clause 3.23(b). (ai) The amounts payable by the Private Infrastructure Owner under clause 3.1 3(a) represent consideration for Aurizon Network meeting all obligations under this Agreement including maintenance and inspection charges for the Connecting Infrastructure and administration of the Agreement.Agreement.‌ (bii) The amounts payable by the Private Infrastructure Owner under clause 3.1 will 3(a) must be adjusted by Aurizon Network where an audit undertaken in accordance with clause 3.5 3(e) has identified an error in the levy, allocation or calculation of the reasonable and prudent costs which have been invoiced to the Private Infrastructure Owner in accordance with clause 3.33(c). (ciii) The value of any adjustment required in accordance with clause 3(b)(ii) must be: (A) if the Private Infrastructure Owner has already paid the relevant invoice reflecting the unadjusted amount at the time the audit results are released in accordance with clause 3(e)(iv), refunded to the Private Infrastructure Owner by Aurizon Network no later than 5 Business Days after the date the audit results are released; or (B) if the Private Infrastructure Owner has not already paid the relevant invoice reflecting the unadjusted amount at the time the audit results are released in accordance with clause 3(e)(iv), reflected in a new invoice that Aurizon Network must issue to the Private Infrastructure Owner in accordance with clause 3(c) together with a cancellation of the invoice reflecting the unadjusted amount no later than 5 Business Days after the date the audit results are released to the Parties and which invoice must specify the relevant adjusted costs, fees and charges to be paid by the Private Infrastructure Owner. (iv) To avoid doubt, where Aurizon Network is required to issue a new invoice to the Private Infrastructure Owner on accordance with clause 3(b)(iii)(b), the Private Infrastructure Owner will not be required to pay the relevant prior invoice issued by Aurizon Network which reflected the unaudited value of the relevant costs, fees and charges. (v) If for any Maintenance Year, all Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were Reference Train Services, no Annual Service Charge will be payable.payable.‌ (dvi) If for any Maintenance Year, some or all of the Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were not Reference Train Services, the Annual Service Charge will be the proportion of the reasonable and prudent incremental and direct costs actually incurred by Aurizon Network during that Maintenance Year in connection with performing its operation and maintenance activities in relation to the Connecting Infrastructure in accordance with this Agreement, excluding costs costs:‌ (A) which are included in access charges for access rights utilised by Train Services entering and/or exiting the Network via the Connecting Infrastructure and costs Infrastructure; and (B) excluded in accordance with clause 1.2(d1(b)(iv), which the non-Reference Train Services which utilised the Connecting Infrastructure during the Maintenance Year bears to the total number of all Train Services which utilised the Connecting Infrastructure during the Maintenance Year., 3.3 (c) Aurizon Network must issue an invoice to the Private Infrastructure Owner for:for:‌ (ai) the Annual Service Charge (if any) referrable to a Maintenance Year, within 30 Business Days of the expiry of that Maintenance Year (with an invoice for an Annual Services Charge calculated pursuant to clause 3.2(d3(b)(vi) being required to provide details of how the relevant proportion and exclusions were calculated); and (bii) other costs payable under clause 3.1 3(a) or other clauses of this Agreement, following the incurring of any such costs by Aurizon Network provided that such invoices cannot be issued more regularly than monthly. The Private Infrastructure Owner must pay the amount invoiced by Aurizon Network within 20 Business Days after the Private Infrastructure Owner’s receipt of the invoice. The other costs payable by the Owner under this Agreement are payable within 10 Business Days of receipt by the Owner of an invoice from Aurizon Network in respect of such costs. (ad) (i) If the Private Infrastructure Owner disputes an amount or amounts claimed by Aurizon Network in an invoice issued to the Private Infrastructure Owner, the Private Infrastructure Owner willmay, within 10 Business Days of the invoice being issued, give notice of that dispute a Dispute Notice to Aurizon Network setting out in detail specifying that the grounds for the dispute, and the dispute Dispute will be resolved in accordance with clause 17 19 of this Agreement. The Private Infrastructure Owner will must pay the undisputed portion of the amount claimed in the relevant invoice on or before the due date for payment. Within If the Dispute is subsequently resolved in such a way that the Private Infrastructure Owner is required to pay the amount the subject of the Dispute Notice, the Private Infrastructure Owner must pay the relevant amount to Aurizon Network within 10 Business Days after the resolution of the dispute, an appropriate adjustment will be made between the Parties as requiredDispute under clause 19. (bii) If the Private Infrastructure Owner fails to pay in full any costs, fees or charges payable by the Private Infrastructure Owner under this Agreement on or before the due date for payment (including any disputed amount which is subsequently determined to be payable by the Owner to Aurizon Network)payment, the Private Infrastructure Owner will be liable to pay interest on the outstanding amount at a rate of two per cent (2%) above the Commonwealth Bank of Australia’s ‘Reference Rate’ for borrowers with overdrafts of $100,000 or more as published in the Australian Financial Review from time to time whilst such amounts remain outstanding or, if such ‘Reference Rate’ is not so published, at a rate reasonably specified by Aurizon Network.Default Rate.‌ (ciii) Interest payable under clause 3.4(b3(d)(ii) will be calculated on daily balances on the amounts outstanding from the date for following the date on which payment of the amount was due until such amount, together with interest thereon, has been paid in full. All interest accrued but unpaid at the end of each day (or such longer period as specified by Aurizon Network) month will itself bear interest. 3.5 The Owner may at any time (and from time to time) require that an audit is undertaken of the costs, fees and charges referred to in clause 3.1 for the purpose of verifying that the costs, fees and charges invoiced to the Owner have been properly allocated to the Owner. If the Owner requires such an audit is undertaken: (a) the audit must be carried out by a person agreed by the Parties (or failing agreement nominated by the President for the time being of CPA Australia Limited) who is appropriately skilled and qualified to carry out the audit, is impartial and has undertaken to be bound by reasonable duties of confidence, if so required by either the Owner or Aurizon Network; (b) the Owner must bear the costs of the audit; (c) Aurizon Network must make available such information as is reasonably required by the auditor; and (d) promptly following completion of the audit, the results of the audit (which must include findings as to whether the Owner has been invoiced the correct amounts and, if not, the financial adjustment required to rectify that error) will be made available to Aurizon Network and the Owner.

CHARGES, INVOICING AND PAYMENT. 3.1 The Owner must pay to Aurizon QRAurizon Network the following costs, fees and charges at the times and in the manner specified: (a) the Annual Service Charge (if as escalated and reviewed, and any pro rata payments payable under Clause 14(if any); (b) the reasonable and prudent costs of the design, construction and commissioning of modifications to, or upgrade or replacement of, the Connecting Infrastructure in accordance with clauses 6.9 Clauses 6.5 and 6.106.6;clauses 6.8 and 6.9, excluding any costs incurred by Aurizon Network in the performance of its maintenance, maintenance and operation or reinstatement obligations under this Agreement in relation to the Connecting Infrastructure; and (c) the reasonable and prudent costs of decommissioning and removing the Connecting Infrastructure upon the expiry, or earlier termination of this Agreement in accordance with clause Clause 18.3clause 18, of this Agreement so as to remove the connection between the Network and the Private Infrastructure and restore the affected section of the Network to a condition consistent with the adjacent sections of the Network, subject ; and, (d) the costs of providing any other services to the Ownersubject to and as adjusted in accordance with the terms of this Agreement. clause 3.2. 3.2 (a) 3.2 (a) The amounts payable by the Owner under clause 3.1 Clauseclause 3.1 (a) represent consideration for Aurizon QRAurizon Network meeting all obligations under this Agreement including maintenance and inspection charges for the Connecting Infrastructure and administration of the Agreement. Such amounts will be as escalated and reviewed in accordance with Schedule 5, or as otherwise agreed in writing between the Parties. (b) The amounts payable by the Owner under clause 3.1 will be adjusted where an audit undertaken in accordance with clause 3.5 has identified an error in the levy, allocation or calculation of the reasonable and prudent costs which have been invoiced to the Owner in accordance with clause 3.3. (c) If for any Maintenance Year, all Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were Reference Train Services, no Annual Service Charge will be payable. (db) If the operating and maintenance costs of the Connecting Infrastructure are included in the cost build up for Reference Tariffs, the Annual Service Charge will be a nominal fee of $1.00. In the event that the operating and maintenance costs of the Connecting Infrastructure are not included in the cost build up for Reference Tariffs, the Annual Service Charge as set out in Schedule 5 will apply.If for any Maintenance Year, some or all of the Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were not Reference Train Services, the Annual Service Charge will be the proportion of the reasonable and prudent incremental and direct costs actually incurred by Aurizon Network during that Maintenance Year in connection with performing its operation and maintenance activities in relation to the Connecting Infrastructure in accordance with this Agreement, excluding costs which are included in access charges for access rights utilised by Train Services entering and/or exiting the Network via the Connecting Infrastructure and costs excluded in accordance with clause 1.2(d), which the non-Reference Train Services which utilised the Connecting Infrastructure during the Maintenance Year bears to the total number of all Train Services which utilised the Connecting Infrastructure during the Maintenance Year. 3.3 Aurizon Network must issue an invoice to the Owner for: (a) the Annual Service Charge (if any) referrable to a Maintenance Year, within 30 Business Days of the expiry of that Maintenance Year (with an invoice for an Annual Services Charge calculated pursuant to clause 3.2(d) being required to provide details of how the relevant proportion and exclusions were calculated); and (b) other costs payable under clause 3.1 or other clauses of this Agreement, following the incurring of any such costs by Aurizon Network provided that such invoices cannot be issued more regularly than monthly. The Owner must pay the amount invoiced by Aurizon Network within 20 Business Days after the Owner’s receipt of the invoice. The other costs payable by the Owner under this Agreement are payable within 10 Business Days of receipt by the Owner of an invoice from Aurizon Network in respect of such costs. (a) If the Owner disputes an amount or amounts claimed by Aurizon Network in an invoice issued to the Owner, the Owner will, within 10 Business Days of the invoice being issued, give notice of that dispute to Aurizon Network setting out in detail the grounds for the dispute, and the dispute will be resolved in accordance with clause 17 of this Agreement. The Owner will pay the undisputed portion of the amount claimed in the relevant invoice on or before the due date for payment. Within 10 Business Days after the resolution of the dispute, an appropriate adjustment will be made between the Parties as required. (b) If the Owner fails to pay in full any costs, fees or charges payable by the Owner under this Agreement on or before the due date for payment (including any disputed amount which is subsequently determined to be payable by the Owner to Aurizon Network), the Owner will be liable to pay interest on the outstanding amount at a rate of two per cent (2%) above the Commonwealth Bank of Australia’s ‘Reference Rate’ for borrowers with overdrafts of $100,000 or more as published in the Australian Financial Review from time to time whilst such amounts remain outstanding or, if such ‘Reference Rate’ is not so published, at a rate reasonably specified by Aurizon Network. (c) Interest payable under clause 3.4(b) will be calculated on daily balances on the amounts outstanding from the date for payment of the amount until such amount, together with interest thereon, has been paid in full. All interest accrued but unpaid at the end of each day (or such longer period as specified by Aurizon Network) will itself bear interest. 3.5 The Owner may at any time (and from time to time) require that an audit is undertaken of the costs, fees and charges referred to in clause 3.1 for the purpose of verifying that the costs, fees and charges invoiced to the Owner have been properly allocated to the Owner. If the Owner requires such an audit is undertaken: (a) the audit must be carried out by a person agreed by the Parties (or failing agreement nominated by the President for the time being of CPA Australia Limited) who is appropriately skilled and qualified to carry out the audit, is impartial and has undertaken to be bound by reasonable duties of confidence, if so required by either the Owner or Aurizon Network; (b) the Owner must bear the costs of the audit; (c) Aurizon Network must make available such information as is reasonably required by the auditor; and (d) promptly following completion of the audit, the results of the audit (which must include findings as to whether the Owner has been invoiced the correct amounts and, if not, the financial adjustment required to rectify that error) will be made available to Aurizon Network and the Owner.

CHARGES, INVOICING AND PAYMENT. 3.1 The Owner must pay to Aurizon QR Network the following costs, fees and charges at the times and in the manner specified: (a) the Annual Service Charge (if any)as escalated and reviewed, and any pro rata payments payable under clause 14; (b) the reasonable and prudent proper costs of the design, construction and commissioning of modifications to, or upgrade or replacement of, the Connecting Infrastructure in accordance with clauses 6.9 6.5 and 6.106.6; (but not, excluding for clarity, any costs cost incurred by Aurizon QR Network in the performance of its maintenance, maintenance and operation or reinstatement obligations under this Agreement in relation to the Connecting Connection Infrastructure); andand [Note: The QCR considers that the Owner should not be obliged to pay any amount referred to in the above sub-clause to the extent that the relevant amounts are built into the Reference Tariff and therefore recovered by QR Network as part of the Access Charge.] (c) the reasonable and prudent proper costs of decommissioning and removing the Connecting Infrastructure upon the expiry, expiry or earlier termination of this Agreement in accordance with clause 18, of this Agreement 18.3 so as to remove the connection between the Network and the Private Infrastructure and restore the affected section of the Network to a condition consistent with the adjacent sections of the Network, subject ; and, (d) the costs of providing any other services to and as the Xxxxxxx adjusted in accordance with clause 3.2the terms of this Agreement.clause 3. 3.2 (a) (a) (a) The amounts payable by the Owner under clause 3.1 3.1 (a) represent consideration for Aurizon QR Network meeting all obligations under this Agreement including maintenance and inspection charges for the Connecting Infrastructure and administration of the Agreement. Such amounts will be as escalated and reviewed in accordance with Schedule 5, or as otherwise agreed in writing between the Parties. (b) The amounts payable by the Owner under clause 3.1 will be adjusted where an audit undertaken in accordance with clause 3.5 3.6 has identified an a manifest error in the levy, allocation or calculation of the reasonable and prudent proper costs which have been invoiced to the Owner in accordance with clause 3.3. (c) If for any Maintenance Year, all Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were Reference Train Services, no Annual Service Charge will be payable. (d) If for any Maintenance Year, some or all of the Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were not Reference Train Services, the Annual Service Charge will be the proportion of the reasonable and prudent incremental and direct costs actually incurred by Aurizon Network during that Maintenance Year in connection with performing its operation and maintenance activities in relation to the Connecting Infrastructure in accordance with this Agreement, excluding costs which are included in access charges for access rights utilised by Train Services entering and/or exiting the Network via the Connecting Infrastructure and costs excluded in accordance with clause 1.2(d), which the non-Reference Train Services which utilised the Connecting Infrastructure during the Maintenance Year bears to the total number of all Train Services which utilised the Connecting Infrastructure during the Maintenance Year. 3.3 Aurizon Network must issue an invoice to the Owner for: (a) the Annual Service Charge (if any) referrable to a Maintenance Year, within 30 Business Days of the expiry of that Maintenance Year (with an invoice for an Annual Services Charge calculated pursuant to clause 3.2(d) being required to provide details of how the relevant proportion and exclusions were calculated); and (b) other costs payable under clause 3.1 or other clauses of this Agreement, following the incurring of any such costs by Aurizon Network provided that such invoices cannot be issued more regularly than monthly. The Owner must pay the amount invoiced by Aurizon Network within 20 Business Days after the Owner’s receipt of the invoice. The other costs payable by the Owner under this Agreement are payable within 10 Business Days of receipt by the Owner of an invoice from Aurizon Network in respect of such costs. (a) If the Owner disputes an amount or amounts claimed by Aurizon Network in an invoice issued to the Owner, the Owner will, within 10 Business Days of the invoice being issued, give notice of that dispute to Aurizon Network setting out in detail the grounds for the dispute, and the dispute will be resolved in accordance with clause 17 of this Agreement. The Owner will pay the undisputed portion of the amount claimed in the relevant invoice on or before the due date for payment. Within 10 Business Days after the resolution of the dispute, an appropriate adjustment will be made between the Parties as required. (b) If the Owner fails to pay in full any costs, fees or charges payable by the Owner under this Agreement on or before the due date for payment (including any disputed amount which is subsequently determined to be payable by the Owner to Aurizon Network), the Owner will be liable to pay interest on the outstanding amount at a rate of two per cent (2%) above the Commonwealth Bank of Australia’s ‘Reference Rate’ for borrowers with overdrafts of $100,000 or more as published in the Australian Financial Review from time to time whilst such amounts remain outstanding or, if such ‘Reference Rate’ is not so published, at a rate reasonably specified by Aurizon Network. (c) Interest payable under clause 3.4(b) will be calculated on daily balances on the amounts outstanding from the date for payment of the amount until such amount, together with interest thereon, has been paid in full. All interest accrued but unpaid at the end of each day (or such longer period as specified by Aurizon Network) will itself bear interest. 3.5 The Owner may at any time (and from time to time) require that an audit is undertaken of the costs, fees and charges referred to in clause 3.1 for the purpose of verifying that the costs, fees and charges invoiced to the Owner have been properly allocated to the Owner. If the Owner requires such an audit is undertaken: (a) the audit must be carried out by a person agreed by the Parties (or failing agreement nominated by the President for the time being of CPA Australia Limited) who is appropriately skilled and qualified to carry out the audit, is impartial and has undertaken to be bound by reasonable duties of confidence, if so required by either the Owner or Aurizon Network; (b) the Owner must bear the costs of the audit; (c) Aurizon Network must make available such information as is reasonably required by the auditor; and (d) promptly following completion of the audit, the results of the audit (which must include findings as to whether the Owner has been invoiced the correct amounts and, if not, the financial adjustment required to rectify that error) will be made available to Aurizon Network and the Owner.

CHARGES, INVOICING AND PAYMENT. 3.1 The Owner must pay to Aurizon Network the following costs, fees and charges at the times and in the manner specified: (a) the Annual Service Charge (if any); (b) the reasonable and prudent costs of the design, construction and commissioning of modifications to, or upgrade or replacement of, the Connecting Infrastructure in accordance with clauses 6.9 and 6.10, excluding any costs incurred by Aurizon Network in the performance of its maintenancemaintenance and, operation or reinstatement obligations under this Agreement in relation to the Connecting Infrastructure; and (c) the reasonable and prudent costs of decommissioning and removing the Connecting Infrastructure upon the expiry, or earlier termination in accordance with clause 18, of this Agreement so as to remove the connection between the Network and the Private Infrastructure and restore the affected section of the Network to a condition consistent with the adjacent sections of the Network, subject to and as adjusted in accordance with clause 3.2. (a) The amounts payable by the Owner under clause 3.1 represent consideration for Aurizon Network meeting all obligations under this Agreement including maintenance and inspection charges for the Connecting Infrastructure and administration of the Agreement. (b) The amounts payable by the Owner under clause 3.1 will be adjusted where an audit undertaken in accordance with clause 3.5 has identified an error in the levy, allocation or calculation of the reasonable and prudent costs which have been invoiced to the Owner in accordance with clause 3.3. (c) If for any Maintenance Year, all Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were Reference Train Services, no Annual Service Charge will be payable. (d) If for any Maintenance Year, some or all of the Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were not Reference Train Services, the Annual Service Charge will be the proportion of the reasonable and prudent incremental and direct costs actually incurred by Aurizon Network during that Maintenance Year in connection with performing its operation and maintenance activities in relation to the Connecting Infrastructure in accordance with this Agreement, excluding costs which are included in access charges for access rights utilised by Train Services entering and/or exiting the Network via the Connecting Infrastructure and costs excluded in accordance with clause 1.2(d), which the non-Reference Train Services which utilised the Connecting Infrastructure during the Maintenance Year bears to the total number of all Train Services which utilised the Connecting Infrastructure during the Maintenance Year. 3.3 Aurizon Network must issue an invoice to the Owner for: (a) the Annual Service Charge (if any) referrable to a Maintenance Year, within 30 Business Days of the expiry of that Maintenance Year (with an invoice for an Annual Services Charge calculated pursuant to clause 3.2(d) being required to provide details of how the relevant proportion and exclusions were calculated); and (b) other costs payable under clause 3.1 or other clauses of this Agreement, following the incurring of any such costs by Aurizon Network provided that such invoices cannot be issued more regularly than monthly. The Owner must pay the amount invoiced by Aurizon Network within 20 Business Days after the Owner’s receipt of the invoice. The other costs payable by the Owner under this Agreement are payable within 10 Business Days of receipt by the Owner of an invoice from Aurizon Network in respect of such costs. (a) If the Owner disputes an amount or amounts claimed by Aurizon Network in an invoice issued to the Owner, the Owner will, within 10 Business Days of the invoice being issued, give notice of that dispute to Aurizon Network setting out in detail the grounds for the dispute, and the dispute will be resolved in accordance with clause 17 of this Agreement. The Owner will pay the undisputed portion of the amount claimed in the relevant invoice on or before the due date for payment. Within 10 Business Days after the resolution of the dispute, an appropriate adjustment will be made between the Parties as required. (b) If the Owner fails to pay in full any costs, fees or charges payable by the Owner under this Agreement on or before the due date for payment (including any disputed amount which is subsequently determined to be payable by the Owner to Aurizon Network), the Owner will be liable to pay interest on the outstanding amount at a rate of two per cent (2%) above the Commonwealth Bank of Australia’s ‘Reference Rate’ for borrowers with overdrafts of $100,000 or more as published in the Australian Financial Review from time to time whilst such amounts remain outstanding or, if such ‘Reference Rate’ is not so published, at a rate reasonably specified by Aurizon Network. (c) Interest payable under clause 3.4(b) will be calculated on daily balances on the amounts outstanding from the date for payment of the amount until such amount, together with interest thereon, has been paid in full. All interest accrued but unpaid at the end of each day (or such longer period as specified by Aurizon Network) will itself bear interest. 3.5 The Owner may at any time (and from time to time) require that an audit is undertaken of the costs, fees and charges referred to in clause 3.1 for the purpose of verifying that the costs, fees and charges invoiced to the Owner have been properly allocated to the Owner. If the Owner requires such an audit is undertaken: (a) the audit must be carried out by a person agreed by the Parties (or failing agreement nominated by the President for the time being of CPA Australia Limited) who is appropriately skilled and qualified to carry out the audit, is impartial and has undertaken to be bound by reasonable duties of confidence, if so required by either the Owner or Aurizon Network; (b) the Owner must bear the costs of the audit; (c) Aurizon Network must make available such information as is reasonably required by the auditor; and (d) promptly following completion of the audit, the results of the audit (which must include findings as to whether the Owner has been invoiced the correct amounts and, if not, the financial adjustment required to rectify that error) will be made available to Aurizon Network and the Owner.

CHARGES, INVOICING AND PAYMENT. 3.1 The Owner must pay to Aurizon Network the following costs, fees and charges at the times and in the manner specified: (a) : the Annual Service Charge (if any); (b) ; the reasonable and prudent costs of the design, construction and commissioning of modifications to, or upgrade or replacement of, the Connecting Infrastructure in accordance with clauses 6.9 and 6.10, excluding any costs incurred by Aurizon Network in the performance of its maintenance, operation or reinstatement obligations under this Agreement in relation to the Connecting Infrastructure; and (c) and the reasonable and prudent costs of decommissioning and removing the Connecting Infrastructure upon the expiry, or earlier termination in accordance with clause 18., of this Agreement so as to remove the connection between the Network and the Private Infrastructure and restore the affected section of the Network to a condition consistent with the adjacent sections of the Network, subject to and as adjusted in accordance with clause 3.2. (a) . The amounts payable by the Owner under clause 3.1 represent consideration for Aurizon Network meeting all obligations under this Agreement including maintenance and inspection charges for the Connecting Infrastructure and administration of the Agreement. (b) . The amounts payable by the Owner under clause 3.1 will be adjusted where an audit undertaken in accordance with clause 3.5 has identified an error in the levy, allocation or calculation of the reasonable and prudent costs which have been invoiced to the Owner in accordance with clause 3.3. (c) . If for any Maintenance Year, all Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were Reference Train Services, no Annual Service Charge will be payable. (d) . If for any Maintenance Year, some or all of the Train Services which utilised the Connecting Infrastructure to enter and/or exit the Network were not Reference Train Services, the Annual Service Charge will be the proportion of the reasonable and prudent incremental and direct costs actually incurred by Aurizon Network during that Maintenance Year in connection with performing its operation and maintenance activities in relation to the Connecting Infrastructure in accordance with this Agreement, excluding costs which are included in access charges for access rights utilised by Train Services entering and/or exiting the Network via the Connecting Infrastructure and costs excluded in accordance with clause 1.2(d(d), which the non-Reference Train Services which utilised the Connecting Infrastructure during the Maintenance Year bears to the total number of all Train Services which utilised the Connecting Infrastructure during the Maintenance Year. 3.3 . Aurizon Network must issue an invoice to the Owner for: (a) : the Annual Service Charge (if any) referrable to a Maintenance Year, within 30 Business Days of the expiry of that Maintenance Year (with an invoice for an Annual Services Charge calculated pursuant to clause 3.2(d(d) being required to provide details of how the relevant proportion and exclusions were calculated); and (b) and other costs payable under clause 3.1 or other clauses of this Agreement, following the incurring of any such costs by Aurizon Network provided that such invoices cannot be issued more regularly than monthly. The Owner must pay the amount invoiced by Aurizon Network within 20 Business Days after the Owner’s receipt of the invoice. The other costs payable by the Owner under this Agreement are payable within 10 Business Days of receipt by the Owner of an invoice from Aurizon Network in respect of such costs. (a) . If the Owner disputes an amount or amounts claimed by Aurizon Network in an invoice issued to the Owner, the Owner will, within 10 Business Days of the invoice being issued, give notice of that dispute to Aurizon Network setting out in detail the grounds for the dispute, and the dispute will be resolved in accordance with clause 17 17. of this Agreement. The Owner will pay the undisputed portion of the amount claimed in the relevant invoice on or before the due date for payment. Within 10 Business Days after the resolution of the dispute, an appropriate adjustment will be made between the Parties as required. (b) . If the Owner fails to pay in full any costs, fees or charges payable by the Owner under this Agreement on or before the due date for payment (including any disputed amount which is subsequently determined to be payable by the Owner to Aurizon Network), the Owner will be liable to pay interest on the outstanding amount at a rate of two per cent (2%) above the Commonwealth Bank of Australia’s ‘Reference Rate’ for borrowers with overdrafts of $100,000 or more as published in the Australian Financial Review from time to time whilst such amounts remain outstanding or, if such ‘Reference Rate’ is not so published, at a rate reasonably specified by Aurizon Network. (c) . Interest payable under clause 3.4(b(b) will be calculated on daily balances on the amounts outstanding from the date for payment of the amount until such amount, together with interest thereon, has been paid in full. All interest accrued but unpaid at the end of each day (or such longer period as specified by Aurizon Network) will itself bear interest. 3.5 . The Owner may at any time (and from time to time) require that an audit is undertaken of the costs, fees and charges referred to in clause 3.1 for the purpose of verifying that the costs, fees and charges invoiced to the Owner have been properly allocated to the Owner. If the Owner requires such an audit is undertaken: (a) : the audit must be carried out by a person agreed by the Parties (or failing agreement nominated by the President for the time being of CPA Australia Limited) who is appropriately skilled and qualified to carry out the audit, is impartial and has undertaken to be bound by reasonable duties of confidence, if so required by either the Owner or Aurizon Network; (b) ; the Owner must bear the costs of the audit; (c) ; Aurizon Network must make available such information as is reasonably required by the auditor; and (d) and promptly following completion of the audit, the results of the audit (which must include findings as to whether the Owner has been invoiced the correct amounts and, if not, the financial adjustment required to rectify that error) will be made available to Aurizon Network and the Owner.