Common use of CHARGING AND INVOICING Clause in Contracts

CHARGING AND INVOICING. 23.1 In consideration of the Contractor carrying out its obligations, including the provision of the Services, under this Agreement, the DCC shall pay the Charges to the Contractor in accordance with Schedule 7.1 (Charges and Payment). 23.2 The Contractor shall ensure that a term is included in each Key Sub- contract permitted under this Agreement which requires the Contractor to pay any undisputed sums due to its Key Sub-contractors within a specified period that does not exceed thirty (30) days from the date on which the Contractor receives the relevant Key Sub-contractor's invoice. The Contractor shall ensure that all Key Sub-contractors are paid promptly and in accordance with each Key Sub-contract. 23.3 If either party (acting in good faith) disputes all or any part of the Charges invoiced under this Agreement, or any other amount that the other party Claims is payable to it under this Agreement, then: 23.3.1 the undisputed portion of the Charges or other amount shall be paid by the relevant party in accordance with this Agreement; 23.3.2 the relevant party shall be entitled to retain the disputed portion of the Charges or other amount pending resolution of the Dispute in accordance with this Clause 23.3; 23.3.3 the Parties shall use all reasonable endeavours to resolve the Dispute within ten (10) days of the Dispute arising; and 23.3.4 if the Parties are unable to resolve the Dispute within such period, either party may refer the matter to the Fast Track Dispute Resolution Procedure. Following resolution of the Dispute in accordance with this Clause 23.3, any amount agreed or determined to have been payable shall be paid by the relevant party within thirty (30) days, together with interest on such amount calculated in accordance with Clause 23.4. 23.4 Each Party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made in accordance with the terms of this Agreement by the final date for payment calculated from day to day at a rate per annum equal to the Default Interest Rate from the day after the original final date for payment (as opposed to the date of judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)) up to and including the date of payment (whether before or after judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)). 23.5 Except as expressly stated in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement.

CHARGING AND INVOICING. 23.1 11.1 In consideration of the Contractor carrying out its obligations, including the provision of the Services, under Services by the Supplier in accordance with the terms and conditions of this Agreementagreement, the DCC Council shall pay the Charges to the Contractor in accordance with Schedule 7.1 (Charges and Payment). 23.2 The Contractor shall ensure that a term is included in each Key Sub- contract permitted under this Agreement which requires the Contractor to pay any undisputed sums due to its Key Sub-contractors within a specified period that does not exceed thirty (30) days from the date on which the Contractor receives the relevant Key Sub-contractor's invoice. The Contractor shall ensure that all Key Sub-contractors are paid promptly and in accordance with each Key Sub-contract. 23.3 If either party (acting in good faith) disputes all or any part of the Charges invoiced under this Agreement, or any other amount that the other party Claims is payable to it under this Agreement, then: 23.3.1 the undisputed portion of the Charges or other amount shall be paid by the relevant party in accordance with this Agreement; 23.3.2 the relevant party shall be entitled to retain the disputed portion of the Charges or other amount pending resolution of the Dispute in accordance with this Clause 23.3; 23.3.3 the Parties shall use all reasonable endeavours to resolve the Dispute within ten (10) days of the Dispute arising; and 23.3.4 if the Parties are unable to resolve the Dispute within such period, either party may refer the matter to the Fast Track Dispute Resolution Procedure. Following resolution of the Dispute in accordance with this Clause 23.3, any amount agreed or determined to have been payable shall be paid by the relevant party within thirty (30) days, together with interest on such amount calculated in accordance with Clause 23.4. 23.4 Each Party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made Supplier in accordance with the terms of this Agreement by Payment Plan. 11.2 The Supplier shall invoice the final date Council for payment calculated from day of the Charges at the time the Charges are expressed to day at a rate per annum equal to the Default Interest Rate from the day after the original final date for payment (as opposed to the date of judgment or resolution of a Dispute be payable in accordance with the Payment Plan. All invoices shall be directed to the Council's Representative. 11.3 The Council shall pay the Charges which have become payable in accordance with the Payment Plan within 30 days of receipt of an undisputed invoice from the Supplier (Due Date). 11.4 Unless otherwise stated in Schedule 8.3 7, the Charges: (a) shall remain fixed during the Initial Term; and (b) is the entire price payable by the Council to the Supplier in respect of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses and the cost of Supplier's Personnel. 11.5 If the Council receives an invoice which it reasonably believes includes a sum which is not valid and properly due: (a) the Council shall notify the Supplier in writing as soon as reasonably practicable; (b) the Council's failure to pay the disputed Charges shall not be deemed to be a breach of this agreement; (c) the Council shall pay the balance of the invoice which is not in dispute by the Due Date; and (d) the dispute as to the sum to be paid shall be determined in accordance with clause 40 (Dispute Resolution Procedure). (e) up once the dispute has been resolved, where either party is required to make a balancing payment, it shall do so within 30 days and, where the Supplier is required to issue a credit note, it shall do so within 30 days. 11.6 The Supplier shall maintain complete and including accurate records of, and supporting documentation for, all amounts which may be chargeable to the Council pursuant to this agreement. Such records shall be retained for inspection by the Council for 6 years from the end of the Contract Year to which the records relate or in relation to the Implementation Service Charges, from the date of the last payment in respect thereof. 11.7 The Supplier shall not suspend the supply of the Services if any payment is overdue unless it is entitled to terminate this agreement under clause 36.4 (Termination by supplier for Council's failure to pay) for failure to pay undisputed charges. 11.8 If a party fails to make any payment due to the other party under this agreement by the due date for payment, then[, without limiting the other party's remedies under clause 36 (Termination),] the defaulting party shall pay interest on the overdue amount at the applicable rate under the Late Payment of Commercial Debts (Interest) Xxx 0000. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment or resolution of a Dispute in accordance judgment. The defaulting party shall pay the interest together with Schedule 8.3 (Dispute Resolution Procedure))the overdue amount. 23.5 11.9 Except as expressly stated in this Agreementotherwise provided, the Parties parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreementagreement. 11.10 All sums payable by either party under this agreement shall be paid in sterling. 11.11 The Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Council following delivery of a valid VAT invoice. The Supplier shall indemnify the Council against any liability (including any interest, penalties or costs incurred) which is levied, demanded or assessed on the Council at any time in respect of the Supplier's failure to account for, or to pay, any VAT relating to payments made to the Supplier under this agreement. 11.12 The Council may retain or set off any sums owed to it by the Supplier which have fallen due and payable against any sums due to the Supplier under this agreement or any other agreement pursuant to which the Supplier [or the Supplier's Group Company] provides goods or services to the Council. 11.13 If the Council wishes to set off any amount owed by the Supplier to the Council against any amount due to the Supplier pursuant to clause 11.12 it shall give notice to the Supplier within 30 days of receipt of the relevant invoice setting out the Council’s reasons for withholding or retaining the relevant Charges.

CHARGING AND INVOICING. ‌ 23.1 In consideration of the Contractor carrying out its obligations, including the provision of the Services, under this Agreement, the DCC shall pay the Charges to the Contractor in accordance with Schedule 7.1 (Charges and Payment). 23.2 The Contractor shall ensure that a term is included in each Key Sub- Sub-contract permitted under this Agreement which requires the Contractor to pay any undisputed sums due to its Key Sub-contractors within a specified period that does not exceed thirty (30) days from the date on which the Contractor receives the relevant Key Sub-contractor's invoice. The Contractor shall ensure that all Key Sub-contractors are paid promptly and in accordance with each Key Sub-Sub- contract. 23.3 If either party (acting in good faith) disputes all or any part of the Charges invoiced under this Agreement, or any other amount that the other party Claims is payable to it under this Agreement, then:then:‌ 23.3.1 the undisputed portion of the Charges or other amount shall be paid by the relevant party in accordance with this Agreement; 23.3.2 the relevant party shall be entitled to retain the disputed portion of the Charges or other amount pending resolution of the Dispute in accordance with this Clause 23.3; 23.3.3 the Parties shall use all reasonable endeavours to resolve the Dispute within ten (10) days of the Dispute arising; and 23.3.4 if the Parties are unable to resolve the Dispute within such period, either party may refer the matter to the Fast Track Dispute Resolution Procedure. Following resolution of the Dispute in accordance with this Clause 23.3, any amount agreed or determined to have been payable shall be paid by the relevant party within thirty (30) days, together with interest on such amount calculated in accordance with Clause 23.4. 23.4 Each Party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made in accordance with the terms of this Agreement by the final date for payment calculated from day to day at a rate per annum equal to the Default Interest Rate from the day after the original final date for payment (as opposed to the date of judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)) up to and including the date of payment (whether before or after judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)).Procedure)).‌ 23.5 Except as expressly stated in this Agreement, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 23.6 If the DCC is or at any time becomes a 'contractor' for the purposes of the Construction Industry Scheme under the Finance Xxx 0000 (the "CIS"), its obligation to make any payment under this Agreement shall be subject to the provisions of the CIS.

CHARGING AND INVOICING. 23.1 28.1 In consideration of the Contractor carrying out its obligations, including the provision of the Services, under this Agreement, the DCC shall pay the Charges to the Contractor in accordance with Schedule 7.1 (Charges and Payment). 23.2 28.2 The Contractor shall ensure that a term is included in each Key Sub- Sub-contract permitted under this Agreement which requires the Contractor to pay any undisputed sums due to its Key Sub-contractors within a specified period that does not exceed thirty (30) days from the date on which the Contractor receives the relevant Key Sub-contractor's invoice. The Contractor shall ensure that all Key Sub-contractors are paid promptly and in accordance with each Key Sub-contract. 23.3 If 28.3 Except as specified in Clause Error! Reference source not found., if either party (acting in good faith) disputes all or any part of the Charges invoiced under this Agreement, or any other amount that the other party Claims is payable to it under this Agreement, then: 23.3.1 28.3.1 the undisputed portion of the Charges or other amount shall be paid by the relevant party in accordance with this Agreement; 23.3.2 28.3.2 the relevant party shall be entitled to retain the disputed portion of the Charges or other amount pending resolution of the Dispute in accordance with this Clause 23.328.3; 23.3.3 28.3.3 the Parties parties shall use all reasonable endeavours to resolve the Dispute within ten (10) days of the Dispute arising; and 23.3.4 28.3.4 if the Parties parties are unable to resolve the Dispute within such period, either party may refer the matter to the Fast Track Dispute Resolution Procedure. Following resolution of the Dispute in accordance with this Clause 23.328.3, any amount agreed or determined to have been payable shall be paid by the relevant party within thirty (30) days, together with interest on such amount calculated in accordance with Clause 23.428.5. 23.4 28.4 The Contractor shall not suspend the provision of any Services except to the extent the Contractor is entitled to do so under Clause Error! Reference source not found.. 28.5 Each Party party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made in accordance with the terms of this Agreement by the final date for payment calculated from day to day at a rate per annum equal to the Default Interest Rate from the day after the original final date for payment (as opposed to the date of judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)) up to and including the date of payment (whether before or after judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)). 23.5 28.6 Except as expressly stated in this Agreement, the Parties parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreement. 28.7 If the DCC is or at any time becomes a 'contractor' for the purposes of the Construction Industry Scheme under the Finance Xxx 0000 (the "CIS"), its obligation to make any payment under this Agreement shall be subject to the provisions of the CIS.

CHARGING AND INVOICING. 23.1 28.1 In consideration of the Contractor carrying out its obligations, including the provision of the Services, under this Agreement, the DCC shall pay the Charges to the Contractor in accordance with Schedule 7.1 (Charges and Payment). 23.2 28.2 The Contractor shall ensure that a term is included in each Key Sub- Sub-contract permitted under this Agreement which requires the Contractor to pay any undisputed sums due to its Key Sub-contractors within a specified period that does not exceed thirty (30) days from the date on which the Contractor receives the relevant Key Sub-contractor's invoice. The Contractor shall ensure that all Key Sub-contractors are paid promptly and in accordance with each Key Sub-contract. 23.3 If 28.3 Except as specified in Clause Error! Reference source not found., if either party (acting in good faith) disputes all or any part of the Charges invoiced under this Agreement, or any other amount that the other party Claims is payable to it under this Agreement, then: 23.3.1 28.3.1 the undisputed portion of the Charges or other amount shall be paid by the relevant party in accordance with this Agreement; 23.3.2 28.3.2 the relevant party shall be entitled to retain the disputed portion of the Charges or other amount pending resolution of the Dispute in accordance with this Clause 23.328.3; 23.3.3 28.3.3 the Parties parties shall use all reasonable endeavours to resolve the Dispute within ten (10) days of the Dispute arising; and 23.3.4 28.3.4 if the Parties parties are unable to resolve the Dispute within such period, either party may refer the matter to the Fast Track Dispute Resolution Procedure. Following resolution of the Dispute in accordance with this Clause 23.328.3, any amount agreed or determined to have been payable shall be paid by the relevant party within thirty (30) days, together with interest on such amount calculated in accordance with Clause 23.428.5. 23.4 28.4 The Contractor shall not suspend the provision of any Services except to the extent the Contractor is entitled to do so under Clause 60.12. 28.5 Each Party party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made in accordance with the terms of this Agreement by the final date for payment calculated from day to day at a rate per annum equal to the Default Interest Rate from the day after the original final date for payment (as opposed to the date of judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)) up to and including the date of payment (whether before or after judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)). 23.5 28.6 Except as expressly stated in this Agreement, the Parties parties shall each bear their own costs and expenses incurred in respect of its compliance with their obligations under this Agreement. 28.7 If the DCC is or at any time becomes a 'contractor' for the purposes of the Construction Industry Scheme under the Finance Xxx 0000 (the "CIS"), its obligation to make any payment under this Agreement shall be subject to the provisions of the CIS.

CHARGING AND INVOICING. 23.1 18.1 In consideration of the Contractor Supplier carrying out its obligations, including the provision of the Services, Services under this AgreementContract, the DCC Customer shall pay the Charges to the Contractor Supplier in accordance with Schedule the payment profile and the invoicing procedure specified in schedule 7.1 (Charges and PaymentInvoicing). For the avoidance of doubt, unless expressly stated otherwise in this Contract, the Charges set out in schedule 7.1 (Charges and Invoicing) represent the Customer's complete consideration for provision of the Services under this Contract and shall be inclusive of all costs, disbursements and expenses incurred by the Supplier in the performance of the obligations under this Contract. 23.2 18.2 In addition to the requirements of schedule 7.1 (Charges and Invoicing), the Supplier shall provide to the Customer such detailed breakdowns and supporting evidence in respect of each invoice as the Customer may reasonably require. 18.3 Payment of the Charges by the Customer shall be without prejudice to any rights the Customer may have by reason of the Services, or any part thereof, failing to comply with any provision of this Contract and any breach by the Supplier of this Contract shall not be deemed to be accepted or waived by the Customer by reason of such payment. 18.4 If the Customer disputes any of the Supplier’s invoices or any part thereof the Supplier shall: 18.4.1 issue a credit note for the full amount of the invoice in which the disputed amount appears; 18.4.2 issue a separate invoice for the disputed amount together with any further information that the Customer requests about the disputed amount; and 18.4.3 issue a separate invoice for the undisputed amounts of such invoice and the Customer shall pay to the Supplier the undisputed amount within thirty (30) days of receipt of that invoice, and the quantum of the disputed amount shall either be agreed between the parties or dealt with at the written request of either party through the Dispute Resolution Procedure. 18.5 The Contractor Customer shall not be required to pay the disputed element of any invoice under dispute until such amount has been agreed or determined pursuant to the Dispute Resolution Procedure. The Customer shall pay to the Supplier the amount agreed or determined to be payable (if any) (together with interest accruing in accordance with clause 18.7, from the date of the original invoice) within thirty (30) days of the date that the disputed amount is agreed or determined in accordance with the Dispute Resolution Procedure. 18.6 The Supplier shall ensure that a term is included in each Key Sub- any Sub-contract permitted under this Agreement Contract which requires the Contractor Supplier to pay any undisputed sums due to its Key the relevant Sub-contractors contractor within a specified period that does not exceed thirty (30) 30 days from the date on which the Contractor Supplier receives the relevant Key Sub-contractor's invoice. 18.7 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate this Contract under clause 59.6.1 for failure to pay undisputed Charges. The Contractor Interest shall ensure that all Key Sub-contractors are paid promptly and be payable on the late payment of any undisputed Charges properly invoiced in accordance with each Key Sub-contract. 23.3 the Late Payment of Commercial Debts (Interest) Act 1998. If either party (acting in good faith) disputes all or any part of the Charges invoiced sum properly due and payable under this Agreement, or any other amount that Contract is not paid when due then the other party Claims is payable entitled to it under this Agreement, then: 23.3.1 the undisputed portion of the Charges or other amount shall be paid by the relevant party in accordance with this Agreement; 23.3.2 the relevant party receive such sum shall be entitled to retain charge interest on that sum from the disputed portion due date until payment is made both before and after any judgement at two and a half per cent (2.5%) per annum over the base lending rate from time to time of the Charges or other amount pending resolution Bank of England, such interest to accrue on a daily basis. The parties agree that this clause 18.7 is a substantial remedy for late payment of any sum payable under this Contract for the purposes of the Dispute in accordance with this Clause 23.3; 23.3.3 the Parties shall use all reasonable endeavours to resolve the Dispute within ten Late Payment of Commercial Debts (10Interest) days of the Dispute arising; and 23.3.4 if the Parties are unable to resolve the Dispute within such period, either party may refer the matter to the Fast Track Dispute Resolution Procedure. Following resolution of the Dispute in accordance with this Clause 23.3, any amount agreed or determined to have been payable shall be paid by the relevant party within thirty (30) days, together with interest on such amount calculated in accordance with Clause 23.4Act 1998. 23.4 Each Party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made in accordance with the terms of this Agreement by the final date for payment calculated from day to day at a rate per annum equal to the Default Interest Rate from the day after the original final date for payment (as opposed to the date of judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)) up to and including the date of payment (whether before or after judgment or resolution of a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)). 23.5 18.8 Except as expressly stated in this Agreementotherwise provided, the Parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this AgreementContract, including for the avoidance of doubt clauses 4.2 (Testing), 15 (Quality Assurance and Performance Monitoring), 26 (Audits), 43 (Protection of Personal Data), and 44 (Freedom of Information) and, to the extent specified therein, clause 64 (Step-In Rights).

CHARGING AND INVOICING. 23.1 7.1 In consideration of the Contractor carrying out its obligations, including the provision of the Services, under this AgreementServices by the Supplier, the DCC Customer shall pay the Charges to the Contractor in accordance with Schedule 7.1 (Charges and Payment). 23.2 The Contractor shall ensure that a term is included in each Key Sub- contract permitted under this Agreement which requires the Contractor to pay any undisputed sums due to its Key Sub-contractors within a specified period that does not exceed thirty (30) days from the date on which the Contractor receives the relevant Key Sub-contractor's invoice. The Contractor shall ensure that all Key Sub-contractors are paid promptly and in accordance with each Key Sub-contract. 23.3 If either party (acting in good faith) disputes all or any part of the Charges invoiced under this Agreement, or any other amount that the other party Claims is payable to it under this Agreement, then: 23.3.1 the undisputed portion of the Charges or other amount shall be paid by the relevant party in accordance with this Agreement; 23.3.2 the relevant party shall be entitled to retain the disputed portion of the Charges or other amount pending resolution of the Dispute in accordance with this Clause 23.3; 23.3.3 the Parties shall use all reasonable endeavours to resolve the Dispute within ten (10) days of the Dispute arising; and 23.3.4 if the Parties are unable to resolve the Dispute within such period, either party may refer the matter to the Fast Track Dispute Resolution Procedure. Following resolution of the Dispute in accordance with this Clause 23.3, any amount agreed or determined to have been payable shall be paid by the relevant party within thirty (30) days, together with interest on such amount calculated in accordance with Clause 23.4. 23.4 Each Party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made Supplier in accordance with the terms Payment Plan. 7.2 The Supplier shall invoice the Customer for payment of the Charges at the time the Charges are expressed to be payable in accordance with the Payment Plan. All invoices shall be directed to the Customer's Representative. Any such invoices shall take into account any Service Credits which have been accrued in the previous period. 7.3 The Customer shall pay the Charges which have become payable in accordance with the Payment Plan within 30 days of receipt of an undisputed invoice from the Supplier (Due Date). 7.4 The Supplier may, however, increase the Operational Service Charges: (a) on an annual basis with effect from 1 January each year in line with: (i) the higher of the percentage increase in the Retail Prices Index or the Average Earnings Index in the preceding 12-month period and the Supplier shall notify the Customer of all such increases (based on such index data available at the time of notification) by 31 December of the year prior to the increase taking effect. Promptly upon the Retail Prices Index and Average Earnings Index data being publicly available for each month of the proceeding 12-month period, the Supplier shall affirm or adjust in writing the price increase as previously notified and to the extent an adjustment is made this adjustment shall be back-dated to apply from 1 January and any over- payments or under-payments shall be addressed in the next invoice; and (ii) any increase in costs to the Supplier due to increases in lease and property costs relating to any premises or site used by the Supplier in the performance of the Operational Services; and (b) notwithstanding Clause 22, upon not less than 30 days’ prior written notice in line with any increase in costs to the Supplier in performing the Operational Services as a result of any change to Applicable Laws. 7.5 If the Customer receives an invoice which it reasonably believes includes a sum which is not valid and properly due: (a) the Customer shall notify the Supplier in writing as soon as reasonably practicable and in any event within 7 days of receipt of invoice; (b) the Customer's failure to pay the disputed Charges shall not be deemed to be a breach of this Agreement agreement; (c) the Customer shall pay the balance of the invoice which is not in dispute by the final date for payment calculated from day to day at a rate per annum equal Due Date; (d) to the Default Interest Rate extent that the Customer is obliged, following resolution of the dispute, to pay an amount, then the Supplier may charge interest at the current statutory interest rate from the day after the original final date for payment (as opposed to Due Date until the date of judgment or resolution of payment; (e) to the extent that the Supplier is obliged to refund an amount to the Customer, interest shall be added to that amount at the current statutory interest rate; and (f) once the dispute has been resolved, where either party is required to make a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure)) up balancing payment, it shall do so within 7 Working Days and, where the Supplier is required to and including the date of payment (whether before or after judgment or resolution of issue a Dispute in accordance with Schedule 8.3 (Dispute Resolution Procedure))credit note, it shall do so within 30 Working Days. 23.5 7.6 The Supplier shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Customer pursuant to this agreement. Such records shall be retained for inspection by the Customer for 2 years from the end of the Contract Year to which the records relate. 7.7 Except as expressly stated in this Agreementotherwise provided, the Parties parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this Agreementagreement. 7.8 All sums payable by either party under this agreement shall be paid in sterling. 7.9 The Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a valid VAT invoice. 7.10 Neither party shall retain, deduct or set off any sums owed to it by the other party which have fallen due and payable against any sums due to the other party under this agreement or any other agreement or arrangement. 8 Governance The parties agree to manage this agreement through the governance structure more specifically detailed in Schedule 6.