Common use of Charges & Payment Clause in Contracts

Charges & Payment. 5.1 Subject to clauses 5.2 and 5.23 below, LTT shall supply the Ground Arrangements at the price(s) set out in Schedule 1. All sums payable under this Agreement are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question. A sales or value added tax invoice shall be provided against any payment if required by the Applicable Law. All prices are non- commissionable. 5.2 The price(s) set out in Schedule 1 shall apply for the period stated in Schedule 1. No later than 6 months prior to expiry of such period, LTT shall notify the Client in writing of the price(s) which shall apply following expiry of the period (“Price Review Notification”). Unless the Client notifies LTT in writing within 3 of the date of the Price Review Notification that it objects to the proposed new price(s) (in which case the Client may give notice in writing to LTT that it wishes to terminate this Agreement with effect from the expiry of such period), the prices set out in the Price Review Notification shall apply. This clause 5.2 shall continue to apply upon expiry of each successive period. 5.3 LTT reserves the right to make adjustments to the agreed prices for reasons including but not limited to currency and exchange rates fluctuations; changes in transportation costs, including the cost of fuel; and changes to tax rates, dues or other fees such as landing taxes or embarkation or disembarkation fees at ports and airports. Furthermore, LTT reserves the right to correct any errors in the prices of confirmed bookings. 5.4 LTT shall invoice the Client in accordance with the procedure set out in Schedule 1 or otherwise agreed between the parties. The Client shall pay the invoice in accordance with the payment provisions as set out in Schedule 1 or as otherwise agreed. 5.5 LTT shall have right to charge the Client interest on any outstanding sum due under this Agreement from the date on which such sum was due until actual payment at the rate of 4 per cent per annum above the base rate of Barclays Bank PLC prevailing on the due date of payment. The Client shall pay the interest together with the overdue amount. 5.6 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 5.7 Time is of the essence in relation to payments made by the Client to LTT.

Charges & Payment. 5.1 Subject to clauses 5.2 and 5.23 6.1. The Charges for the supply of the Services are as set out below, LTT : 6.1.1. The Charges shall supply the Ground Arrangements at the price(s) be as set out in Schedule 1. All sums payable under this Agreement Compliance Stations’s written proposal and are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question. A sales or value added tax invoice shall be provided against any payment if required by the Applicable Law. All prices are non- commissionable. 5.2 The price(s) set out in Schedule 1 shall apply for the period stated in Schedule 1. No later than 6 months prior to expiry of such period, LTT shall notify the Client in writing of the price(s) which shall apply following expiry of the period (“Price Review Notification”). Unless the Client notifies LTT in writing within 3 of the date of the Price Review Notification that it objects to the proposed new price(s) (in which case the Client may give notice in writing to LTT that it wishes to terminate this Agreement with effect from the expiry of such period), the prices further set out in the Price Review Notification Contract; and 6.1.2. COMPLIANCE STATION LTD shall apply. This clause 5.2 shall continue be entitled to apply upon expiry of each successive periodany administration fee under Clause 5.4 above. 5.3 LTT reserves the right to 6.2. COMPLIANCE STATION LTD shall be entitled make adjustments additional charges to the agreed prices for reasons including but Client where additional work shall be carried out by COMPLIANCE STATION LTD on behalf of the Client which was not limited to currency and exchange rates fluctuations; changes in transportation costs, including the cost of fuel; and changes to tax rates, dues or other fees such as landing taxes or embarkation or disembarkation fees at ports and airports. Furthermore, LTT reserves the right to correct any errors in the prices contemplation of confirmed bookingsthe Parties at the time COMPLIANCE STATION LTD provided the Client with the written proposal. For the avoidance of doubt, the Client shall receive notification of any such additional charges prior to such additional charges being incurred by a further written proposal 6.3. Should COMPLIANCE STATION LTD make additional charges to the Client under Clause 6.2 above, the Parties agree to vary the Contract in accordance with Clause 12.8 below. 5.4 LTT 6.4. Unless otherwise agreed in writing, COMPLIANCE STATION LTD shall invoice the Client as per the payment terms in accordance with the procedure set out contract. For the avoidance of doubt, deductions for Charges paid in Schedule 1 or otherwise agreed between advance of the partiescompletion of the supply of the Services will be credited to the Client. 6.5. The Client shall pay each invoice submitted by COMPLIANCE STATION LTD: 6.5.1. By the invoice due date of the invoice; and 6.5.2. In full and in accordance with cleared funds to a bank account nominated in writing by COMPLIANCE STATION LTD, and 6.5.3. Time for payment shall be of the payment provisions as set out essence in Schedule 1 or as otherwise agreedrespect of the Charges. 5.5 LTT 6.6. All amounts payable by the Client under these Terms & Conditions are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under these Terms & Conditions by COMPLIANCE STATION LTD to the Client, the Client shall, on receipt of a valid VAT invoice from COMPLIANCE STATION LTD, pay to COMPLIANCE STATION LTD such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 6.7. Without limiting any other right or remedy of COMPLIANCE STATION LTD, if the Client fails to make any payment due to COMPLIANCE STATION LTD under these Terms & Conditions by the due date for payment (“Due Date”), COMPLIANCE STATION LTD shall have the right to charge the Client interest on any outstanding sum due under this Agreement from the date on which such sum was due until actual payment overdue amount at the rate of 4 per cent 8% per annum above the then current Bank of England base rate of Barclays Bank PLC prevailing accruing on a daily basis from the due Due Date until the date of paymentactual payment of the full overdue amount, whether before or after judgment, and compounding quarterly. 6.8. The Client shall pay the interest together with the overdue amount. 5.6 All all amounts due under the Agreement shall be paid these Terms & Conditions in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax except as required by law). 5.7 Time is law and the Client shall not be entitled to assert any credit, set-off or counterclaim against COMPLIANCE STATION LTD in order to justify withholding payment of the essence any such amount in relation whole or in part. COMPLIANCE STATION LTD may, without limiting its other rights or remedies, set off any amount owing to payments made it by the Client against any amount payable by COMPLIANCE STATION LTD to LTTthe Client. 6.9. The annual client services fee, as set out in Point 2 of the Contract, is payable by either monthly direct debit (commencing approximately 15 Business Days from the date of certification and its anniversaries) or via other payment method previously agreed in writing by COMPLIANCE STATION LTD. This Charge includes the on-going provision of e-mail and telephone assistance relating to the Management Standard/s. For further information please contact: clientservices@COMPLIANCE STATION XXXxx.xxx

Charges & Payment. 5.1 Subject Where applicable and only in relation to clauses 5.2 and 5.23 belowAdvice provided as part of ongoing consultancy services, LTT shall supply the Ground Arrangements at Charges for the price(s) provision of the Advice is as set out in Schedule 1. All sums payable under this Agreement are exclusive below: 5.1.1 In the event that MGL is providing consultancy services as part of any value added tax or other applicable sales taxthe Advice, which the Charges shall be added to the sum in question. A sales or value added tax invoice shall be provided against any payment if required calculated on a case by the Applicable Law. All prices are non- commissionablecase basis. 5.2 The price(s) set Where applicable, MGL shall be entitled to charge an additional fee where preparation work has been carried out in Schedule 1 shall apply by MGL on behalf of the Customer where the Customer does not engage MGL for the period stated in Schedule 1provision of the Advice. No later than 6 months For the avoidance of doubt, the Customer shall receive notification of any such additional fees prior to expiry such additional fees being incurred. 5.3 Where applicable and only in relation to Advice provided as part of such periodongoing consultancy services, LTT MGL shall notify invoice the Client in writing Customer on completion of the price(s) which shall apply following expiry provision of the period Advice. 5.4 Where applicable, the Customer shall pay each invoice submitted by MGL: 5.4.1 Within twenty (“Price Review Notification”). Unless the Client notifies LTT in writing within 3 20) Business Days of the date of the Price Review Notification that it objects invoice; and 5.4.2 In full and in cleared funds to a bank account nominated in writing by MGL; and 5.4.3 Time for payment shall be of the essence of the Contract. 5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by MGL to the proposed new price(s) Customer, the Customer shall, on receipt of a valid VAT invoice from MGL, pay to MGL such additional amounts in respect of VAT as are chargeable on the provision of the Advice at the same time as payment is due for the provision of the Advice. 5.6 Without limiting any other right or remedy of MGL, if the Customer fails to make any payment due to MGL under the Contract by the due date for payment (in which case the Client may give notice in writing to LTT that it wishes to terminate this Agreement with effect from the expiry of such period“Due Date”), the prices set out in the Price Review Notification MGL shall apply. This clause 5.2 shall continue to apply upon expiry of each successive period. 5.3 LTT reserves have the right to make adjustments to the agreed prices for reasons including but not limited to currency and exchange rates fluctuations; changes in transportation costs, including the cost of fuel; and changes to tax rates, dues or other fees such as landing taxes or embarkation or disembarkation fees at ports and airports. Furthermore, LTT reserves the right to correct any errors in the prices of confirmed bookings. 5.4 LTT shall invoice the Client in accordance with the procedure set out in Schedule 1 or otherwise agreed between the parties. The Client shall pay the invoice in accordance with the payment provisions as set out in Schedule 1 or as otherwise agreed. 5.5 LTT shall have right to charge the Client interest on any outstanding sum due under this Agreement from the date on which such sum was due until actual payment overdue amount at the rate of 4 five per cent (5%) per annum above the then current Santander UK Plc's base rate of Barclays Bank PLC prevailing accruing on a daily basis from the due Due Date until the date of payment. The Client shall pay the interest together with actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. 5.6 All 5.7 The Customer shall pay all amounts due under the Agreement shall be paid Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax except as required by law). 5.7 Time is law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against MGL in order to justify withholding payment of the essence any such amount in relation whole or in part. MGL may, without limiting its other rights or remedies, set off any amount owing to payments made it by the Client Customer against any amount payable by MGL to LTTthe Customer.

Charges & Payment. 5.1 Subject 9.1 The Client shall pay all agreed Charges in accordance with this Agreement. Where the Proposal does not contain details of when payments are payable, the following provisions of this condition 9.1 shall apply: All Invoices payable 30 days from date of invoice; Annual charge invoiced in advance and payable thirty days from date of invoice. 9.2 The Client shall pay in full and without any counter claim or set off within 30 days of invoice. 9.3 The Client shall pay within 30 days of invoice date any additional charges that are incurred as a result of the Client’s instructions to clauses 5.2 add to or amend the Services or, as may be agreed between the parties, are required as a result of any inaccuracy, delays or other cause wholly or partly attributable to the Client, and 5.23 belowthe provisions of condition 2.4 shall apply. 9.4 Appropriate credit checks may be undertaken by BlackLight Software before providing the Services and the Client shall provide all assistance and permissions reasonably required in connection thereto. The Client acknowledges that in BlackLight Software carrying out credit reference checks against the Client, LTT this may affect the Client’s credit rating. 9.5 Payment of all Charges, expenses and other payments shall supply be made in full and free from any deductions, rights of set-off, counterclaims or liens. Expenses will only be submitted after prior written agreement by the Ground Arrangements at customer 9.6 In the price(s) set out event of late payment and in Schedule 1. All sums payable addition to and notwithstanding any provisions and remedies for late payment contained in this Agreement or otherwise BlackLight Software may also choose to suspend performance of this Agreement in accordance with the provisions of condition 9.7 BlackLight Software shall retain all title in all Products and IPR supplied under this Agreement are exclusive of any value added tax or other applicable sales tax, which until payment is received in full. 9.8 BlackLight Software shall be added entitled to recover the Charges notwithstanding that delivery of the Products may not have taken place, Services may not have been performed to completion and the property and IPR in the Products has not passed to the sum in questionClient. A sales or value added tax invoice The time of payment of the Charges shall be provided against of the essence of the Contract. 9.9 If the Client fails to make any payment if required by on the Applicable Law. All prices are non- commissionable.due date then, without limiting any other right or remedy available to BlackLight Software, BlackLight Software may: 5.2 The price(s) set out in Schedule 1 shall apply for 9.9.1 Cancel the period stated in Schedule 1. No later than 6 months prior Contract and/or suspend any further deliveries/Services to expiry the Client, provided that notice of such period, LTT shall notify non-payment has been given to the Client in writing of the price(s) which shall apply following expiry of the period (“Price Review Notification”). Unless the Client notifies LTT in writing and such outstanding sum has not been repaid within 3 10 days of the date of the Price Review Notification that it objects to the proposed new price(s) (in which case such notice; 9.9.2 Appropriate any payment made by the Client may give notice in writing to LTT that it wishes to terminate this Agreement with effect from such of the expiry of such period), Products (or the prices set out in the Price Review Notification shall apply. This clause 5.2 shall continue to apply upon expiry of each successive period. 5.3 LTT reserves the right to make adjustments to the agreed prices for reasons including but not limited to currency and exchange rates fluctuations; changes in transportation costs, including the cost of fuel; and changes to tax rates, dues or products/services supplied under any other fees such as landing taxes or embarkation or disembarkation fees at ports and airports. Furthermore, LTT reserves the right to correct any errors in the prices of confirmed bookings. 5.4 LTT shall invoice contract between the Client in accordance with and BlackLight Software) as BlackLight Software may think fit (notwithstanding any purported appropriation by the procedure set out in Schedule 1 or otherwise agreed between the parties. The Client shall pay the invoice in accordance with the payment provisions as set out in Schedule 1 or as otherwise agreed.Client); and 5.5 LTT shall have right to charge 9.9.3 Charge the Client interest (both before and after any judgment) on any outstanding sum due under this Agreement from the date on which such sum was due until actual payment amount unpaid, at the rate of 4 3 per cent per annum above the HSBC Bank base rate from time to time, until payment in full is made. Interest shall accrue daily and be compounded monthly (a part of Barclays Bank PLC prevailing on a month being treated as a full month for the due date purpose of paymentcalculating interest). The Client shall pay the interest together with the overdue amount. 5.6 All amounts due under the Agreement shall be paid parties agree that this constitutes a substantial remedy in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 5.7 Time is terms of the essence in relation to payments made by the Client to LTT.Late Payment of Commercial Debts (Interest)