Common use of Our Fees Clause in Contracts

Our Fees. 2.1 We reserve the right to charge a deposit (as detailed in the Fee Schedule) in respect of the Fees if we consider (in our absolute discretion) it necessary. You shall only be entitled to a refund of the deposit if this agreement is terminated in accordance with these Terms and Conditions. You shall not be entitled to any interest on the refunded deposit. 2.2 We shall notify you prior to commencing each assignment the basis on which our fee will be calculated, which may be: (a) the time spent in minutes providing the Service at the rates set out in the Fee Schedule (the means of recording the time spent providing the Service will be by way of Timesheets), and/or (b) the unit rate per episode as set out in the Fee Schedule (the means of recording the number of episodes will be by way of Timesheets. 2.3 You will sign the Careworker’s Timesheets on each occasion that the Service is provided in order to verify their accuracy. If you are unable to sign the Careworker's timesheets, alternative arrangements will be specified in your care plan. In the unlikely event that Timesheets are inaccurate you must contact the Care Manager without delay. We will still be entitled to charge you the Fees if you do not sign the Timesheets. 2.4 We will invoice you on a fortnightly basis for the Service in accordance with the Fee Schedule. We shall clearly identify on our invoices any other expenses (such as travel expenses) incurred by us in performing the Service. 2.5 An administrative fee will be charged for replacement/copy invoices at the rate of £1.50 per copy. 2.6 You will pay our Fees in accordance with the Fee Schedule and within 21 days of the date of each invoice. 2.7 We may engage the services of a debt factoring company to collect the Fees on our behalf. 2.8 We reserve the right, in the event that you have failed to pay the Fees, within 21 days of the date of each invoice, to:- (a) suspend the Service in accordance with clause 12.1 until payment has been made in full; and/or (b) set off any amount owing to us against the deposit notified to you in the Fee Schedule; and/or (c) charge interest on such sum from the due date at the annual rate of 4% above the base lending rate from time to time of The Bank of England on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay interest immediately on demand. 2.9 We will be entitled to review and increase our Fees for the Service on an annual basis and at any other interval if: (a) there is a change to the Service; and/or (b) the cost of providing the Service increases; and/or (c) a change is necessary in order to comply with any applicable safety, regulatory or statutory requirements. 2.10 Unless the increase in our Fees is because of a change to the Service we will give you and / or your representative at least 4 weeks’ notice of any increase in our Fees. 2.11 If you do not agree to our increased Fees you may terminate this Agreement in accordance with clause 13.2. 2.12 No monies of any kind should be paid to the Careworker. You are not responsible for the Careworker’s National Insurance contributions or Income Tax.

Our Fees. 2.1 We Our fee for service delivery will be calculated based on the time planned for each Carer Support Worker visit. For Home Based Breaks, planned visit times may be: • 60 minutes (minimum) • thereafter at 30-minute intervals Club-based session times are 3 hours as standard. If the Carer Support Worker’s visit exceeds the allocated time, we reserve the right to charge a deposit for the additional time at the hourly rate specified in the Fee Schedule. The amount of the additional time will be rounded up to the nearest visit time allowed (as detailed in the Fee Schedule) in respect of the Fees if we consider (in our absolute discretion) it necessary. You shall only be entitled to a refund of the deposit if this agreement is terminated in accordance with these Terms and Conditions. You shall not be entitled to any interest on the refunded depositlist above). 2.2 We shall notify you prior to commencing each assignment the basis on which our fee will be calculated, which may be: (a) the time spent in minutes providing the Service at the rates set out in the Fee Schedule (the means of recording the time spent providing the Service will be by way of Timesheets), and/or (b) the unit rate per episode as set out in the Fee Schedule (the means of recording the number of episodes will be by way of Timesheets. 2.3 You will sign the Careworker’s Timesheets on each occasion that the Service is provided in order to verify their accuracy. If you are unable to sign the Careworker's timesheets, alternative arrangements will be specified in your care plan. In the unlikely event that Timesheets are inaccurate you must contact the Care Manager without delay. We will still be entitled to charge you the Fees if you do not sign the Timesheets. 2.4 We will invoice you on a fortnightly basis monthly in arrears for the Service in accordance with the Fee Schedule. We shall clearly identify on our invoices any other expenses (such as travel expenses) incurred by us in performing the Service. 2.5 An administrative fee will be charged for replacement/copy invoices at the rate of £1.50 per copy. 2.6 2.3 You will pay our Fees in accordance with the Fee Schedule and within 21 14 days of the date of each invoice. 2.7 We may engage the services of a debt factoring company to collect the Fees on our behalf. 2.8 2.4 We reserve the right, in the event that you have failed to pay the Fees, within 21 14 days of the date of each invoice, to:- (a) suspend the Service in accordance with clause 12.1 10.1 until payment has been made in full; and/or (b) set off any amount owing to us against the deposit notified to you in the Fee Schedule; and/or (c) charge interest on such sum from the due date at the annual rate of 4% above the base lending rate from time to time of The HSBC Bank of England on such sum from the due date on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay interest immediately on demand. 2.9 2.5 We will be entitled to review and increase our Fees for the Service on an annual basis and at any other interval if: (a) there is a change to the Service; and/or (b) the cost of providing the Service increases; and/or (c) a change is necessary in order to comply with any applicable safety, regulatory or statutory requirements. 2.10 2.6 Unless the increase in our Fees is because of a change to the Service we will give you and / or your representative at least 4 weeks’ notice of any increase in our Fees. 2.11 2.7 If you do not agree to our increased Fees fees, you may terminate this Agreement in accordance with clause 13.211.2. 2.12 2.9 No monies of any kind should be paid to the CareworkerCarer Support Worker. You are not responsible for the CareworkerCarer Support Worker’s National Insurance contributions or Income Tax.

Our Fees. 2.1 We reserve the right to charge a deposit (as detailed in the Fee Schedule) in respect of the 8.1 The Fees if we consider (in our absolute discretion) it necessary. You shall only be entitled to a refund of the deposit if this agreement is terminated in accordance with these Terms and Conditions. You shall not be entitled to any interest on the refunded deposit. 2.2 We shall notify you prior to commencing each assignment the basis on which our fee will be calculated, which they are calculated are set out in this Agreement. We may bereview the Fees where: (a) the time spent in minutes providing the Service at the rates set out in the Fee Schedule (the means of recording the time spent providing the Service will be by way of Timesheets), and/oran Unexpected Delay occurs; (b) the unit rate per episode as set out in the Fee Schedule (the means of recording the number of episodes will be by way of Timesheets. 2.3 You will sign the Careworker’s Timesheets on each occasion that the Service is provided in order to verify their accuracy. If you are unable to sign the Careworker's timesheets, alternative arrangements will be specified in your care plan. In the unlikely event that Timesheets are inaccurate you must contact the Care Manager without delay. We will still be entitled to charge you the Fees if you do not sign the Timesheets. 2.4 We will invoice you on a fortnightly basis for the Service in accordance with the Fee Schedule. We shall clearly identify on our invoices any other expenses (such as travel expenses) incurred by us in performing the Service. 2.5 An administrative fee will be charged for replacement/copy invoices at the rate of £1.50 per copy. 2.6 You will pay our Fees in accordance with the Fee Schedule and within 21 days of the date of each invoice. 2.7 We may engage the services of a debt factoring company to collect the Fees on our behalf. 2.8 We reserve the right, in the event that you have failed to pay the Fees, within 21 days of the date of each invoice, to:- (a) suspend the Service in accordance with clause 12.1 until payment has been made in full; and/or (b) set off any amount owing to us against the deposit notified to you in the Fee Schedule; and/or (c) charge interest on such sum from the due date at the annual rate of 4% above the base lending rate from time to time of The Bank of England on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay interest immediately on demand. 2.9 We will be entitled to review and increase our Fees for the Service on an annual basis and at any other interval if: (a) there is a change in the scope of the Services we agreed to the Serviceprovide to you; and/or (b) the cost of providing the Service increases; and/oror (c) a change is necessary in order to comply with any applicable safety, regulatory or statutory requirements. 2.10 Unless the increase in our Fees is because of a change to the Service we will give you and / or your representative at least 4 weeks’ notice of any increase in our Fees. 2.11 If you do not accept this Agreement within the validity period; or (d) at 1 July each year we will examine market rates for similar professional services, and suggest a % increase to rates that is no higher than 5% and your approval will not be unreasonably withheld. 8.2 You agree to our increased pay us the Fees you may terminate this Agreement for the Services and Deliverables in accordance with clause 13.2this Agreement. 2.12 No monies 8.3 Unless we state otherwise, our Fees exclude GST. You agree to pay any GST imposed on us, now or in the future, in relation to this Agreement. Where GST is payable on any taxable supply made under this Agreement, you agree that the Fee payable for this supply will be increased by an amount equivalent to the GST payable by us in respect of any kind should that supply. 8.4 We will invoice you upon signing the engagement agreement for IBM Blueworks Live Licences; Business Process Intellectual Property; and access to the SMC Software Evaluation Platform for the duration stated in the agreement. This initial invoice must be paid before on-line access can be granted. 8.5 We will charge you at cost for any expenses we incur in providing the Services to you by prior agreement. Expenses include airfares, accommodation, Ubers/taxis, parking, km allowance, telephone, meals or per diems. 8.6 Our employees fly flexible economy class for travel within Australia. If a director, is required on site, and authorised by you, they will travel business class. 8.7 Travel time to your site and return is chargeable at half the hourly rate (excluding GST) for each of our resources required on site and will be used whenever possible for project related work. 8.8 We will charge a minimum of two hours per Solution Minds Consulting consultant for meetings held at any of your site locations, which includes preparatory work and travel time. 8.9 We will invoice you fortnightly, or upon the completion of a major deliverable or phase, the relevant Fees, and you agree to pay our invoice within 7 days. You agree to pay any undisputed portions of an invoice even if there is a dispute between us about that invoice or another invoice. Where amounts remain due and unpaid we may charge you interest at an annual rate of 2% over the Bank Xxxx Xxxx Rate published in the Australian Financial Review on the date payment is due plus any debt collection fees incurred by us. 8.10 Without limiting any other rights we may have, we are entitled to suspend or terminate the Services, in whole or part, or to retain or withhold any Information we may hold in relation to the Careworker. Services or any Work we have done for you if you do not pay our invoices on time. 8.11 You are not responsible for have a right to withhold money if we fail to deliver the Careworker’s National Insurance contributions Services and Deliverables in accordance with this Agreement. 8.12 The performance fee relating to selections regardless of who is involved in the contract or Income Taxcommercial negotiations and the effort of the respective parties, the performance Fee will be payable as stipulated in the SMC proposal and calculated as per the SMC negotiation calculation tool.

Our Fees. 2.1 We Our fee for service delivery will be calculated based on the time planned for each Carer Support Worker visit. Planned visit times may be: • 60 minutes (minimum) • thereafter at 30-minute intervals If the Carer Support Worker’s visit exceeds the allocated time, we reserve the right to charge a deposit for the additional time at the hourly rate specified in the Fee Schedule. The amount of the additional time will be rounded up to the nearest visit time allowed (as detailed in the Fee Schedule) in respect of the Fees if we consider (in our absolute discretion) it necessary. You shall only be entitled to a refund of the deposit if this agreement is terminated in accordance with these Terms and Conditions. You shall not be entitled to any interest on the refunded depositlist above). 2.2 We shall notify you prior to commencing each assignment the basis on which our fee will be calculated, which may be: (a) the time spent in minutes providing the Service at the rates set out in the Fee Schedule (the means of recording the time spent providing the Service will be by way of Timesheets), and/or (b) the unit rate per episode as set out in the Fee Schedule (the means of recording the number of episodes will be by way of Timesheets. 2.3 You will sign the Careworker’s Timesheets on each occasion that the Service is provided in order to verify their accuracy. If you are unable to sign the Careworker's timesheets, alternative arrangements will be specified in your care plan. In the unlikely event that Timesheets are inaccurate you must contact the Care Manager without delay. We will still be entitled to charge you the Fees if you do not sign the Timesheets. 2.4 We will invoice you on a fortnightly basis 4-weekly in arrears for the Service in accordance with the Fee Schedule. We shall clearly identify on our invoices any other expenses (such as travel expenses) incurred by us in performing the Service. 2.5 An administrative fee will be charged for replacement/copy invoices at the rate of £1.50 per copy. 2.6 2.3 You will pay our Fees in accordance with the Fee Schedule and within 21 14 days of the date of each invoice. You will sign a Direct Debit mandate authorising payment to be made from your designated bank account. 2.7 We may engage the services of a debt factoring company to collect the Fees on our behalf. 2.8 2.4 We reserve the right, in the event that you have failed to pay the Fees, within 21 14 days of the date of each invoice, to:- (a) suspend the Service in accordance with clause 12.1 10.1 until payment has been made in full; and/or (b) set off any amount owing to us against the deposit notified to you in the Fee Schedule; and/or (c) charge interest on such sum from the due date at the annual rate of 4% above the base lending rate from time to time of The HSBC Bank of England on such sum from the due date on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay interest immediately on demand. 2.9 2.5 We will be entitled to review and increase our Fees for the Service on an annual basis and at any other interval if: (a) there is a change to the Service; and/or (b) the cost of providing the Service increases; and/or (c) a change is necessary in order to comply with any applicable safety, regulatory or statutory requirements. 2.10 2.6 Unless the increase in our Fees is because of a change to the Service we will give you and / or your representative at least 4 weeks’ notice of any increase in our Fees. 2.11 2.7 If you do not agree to our increased Fees fees, you may terminate this Agreement in accordance with clause 13.211.2. 2.12 2.9 No monies of any kind should be paid to the CareworkerCarer Support Worker. You are not responsible for the CareworkerCarer Support Worker’s National Insurance contributions or Income Tax.

Our Fees. 2.1 We Our fee for service delivery will be calculated based on the time planned for each Carer Support Worker visit. For Home Based Breaks, planned visit times may be: • 60 minutes (minimum) • thereafter at 30-minute intervals If the Carer Support Worker’s visit exceeds the allocated time, we reserve the right to charge a deposit for the additional time at the hourly rate specified in the Fee Schedule. The amount of the additional time will be rounded up to the nearest visit time allowed (as detailed in the Fee Schedule) in respect of the Fees if we consider (in our absolute discretion) it necessary. You shall only be entitled to a refund of the deposit if this agreement is terminated in accordance with these Terms and Conditions. You shall not be entitled to any interest on the refunded depositlist above). 2.2 We shall notify you prior to commencing each assignment the basis on which our fee will be calculated, which may be: (a) the time spent in minutes providing the Service at the rates set out in the Fee Schedule (the means of recording the time spent providing the Service will be by way of Timesheets), and/or (b) the unit rate per episode as set out in the Fee Schedule (the means of recording the number of episodes will be by way of Timesheets. 2.3 You will sign the Careworker’s Timesheets on each occasion that the Service is provided in order to verify their accuracy. If you are unable to sign the Careworker's timesheets, alternative arrangements will be specified in your care plan. In the unlikely event that Timesheets are inaccurate you must contact the Care Manager without delay. We will still be entitled to charge you the Fees if you do not sign the Timesheets. 2.4 We will invoice you on a fortnightly basis monthly in arrears for the Service in accordance with the Fee Schedule. We shall clearly identify on our invoices any other expenses (such as travel expenses) incurred by us in performing the Service. 2.5 An administrative fee will be charged for replacement/copy invoices at the rate of £1.50 per copy. 2.6 2.3 You will pay our Fees in accordance with the Fee Schedule and within 21 30 days of the date of each invoice. 2.7 We may engage the services of a debt factoring company to collect the Fees on our behalf. 2.8 2.4 We reserve the right, in the event that you have failed to pay the Fees, within 21 30 days of the date of each invoice, to:-to: (a) suspend the Service in accordance with clause 12.1 10.1 until payment has been made in full; and/or (b) set off any amount owing to us against the deposit notified to you in the Fee Schedule; and/or (c) charge interest on such sum from the due date at the annual rate of 4% above the Bank of England base lending rate on such sum from time to time of The Bank of England the due date on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay interest immediately on demand. 2.9 2.5 We will be entitled to review and increase our Fees for the Service on an annual basis and at any other interval if: (a) there is a change to the Service; and/or (b) the cost of providing the Service increases; and/or (c) a change is necessary in order to comply with any applicable safety, regulatory or statutory requirements. 2.10 2.6 Unless the increase in our Fees is because of a change to the Service we will give you and / or your representative at least 4 weeks’ notice of any increase in our Fees. 2.11 2.7 If you do not agree to our increased Fees fees, you may terminate this Agreement in accordance with clause 13.211.2. 2.12 2.8 No monies of any kind should be paid to the CareworkerCarer Support Worker. You are not responsible for the CareworkerCarer Support Worker’s National Insurance contributions or Income Tax.

Our Fees. 2.1 6.1. The Admission Agreement states the Residential Fees for your stay at the Home. 6.2. The Residential Fees for the Services will be calculated in accordance with our fee rate, as set out in the Terms of Payment. We shall be entitled to charge you for any extra expenses reasonably incurred as requested by you in the Terms of Payment. 6.3. By you or your Nominated Representative signing the Admission Agreement, you agree to pay the Residential Fees and all other fees due under this Agreement. By your Third Party Contributor signing the Admission Agreement, they agree to pay the “Third Party Top-Up” to the Residential Fees and all other fees due under this Agreement. 6.4. We shall invoice you on the Commencement Date and at such other times as we so choose. 6.5. You or your Third Party Contributor shall pay each invoice to us in full, or according to the agreed contribution indicated in the Terms of Payment, in advance and by standing order. 6.6. In addition to Residential Fees, you must also pay for any extras you request, such as those listed in the Admission Agreement. All ‘Extra’ charges incurred will be invoiced in arrears by separate invoice, and must be paid on receipt. 6.7. Any deposit payable in accordance with the Terms of Payment will be held by us. If this Agreement is terminated, the deposit will first be payable towards any outstanding sums due to us, and the remainder paid back to you. 6.8. We reserve the right to charge a deposit (as detailed in increase the Fee Schedule) in respect of the Residential Fees if we consider (in our absolute discretion) it necessary. You shall only be entitled to a refund of the deposit if this agreement is terminated in accordance with these Terms and Conditions. You shall not be entitled to any interest on the refunded deposit. 2.2 We shall notify you prior to commencing each assignment the basis on which our fee will be calculated, which may be: (a) the time spent in minutes providing the Service at the rates set out in the Fee Schedule (the means of recording the time spent providing the Service will be by way of Timesheets), and/or (b) the unit rate per episode as set out in the Fee Schedule (the means of recording the number of episodes will be by way of Timesheets. 2.3 You will sign the Careworker’s Timesheets on each occasion that the Service is provided in order to verify their accuracy. If you are unable to sign the Careworker's timesheets, alternative arrangements will be specified in your care plan. In the unlikely event that Timesheets are inaccurate you must contact the Care Manager without delay. We will still be entitled to charge you the Fees if you do not sign the Timesheets. 2.4 We will invoice you on a fortnightly basis for the Service in accordance with the Fee Schedule. We shall clearly identify on our invoices any other expenses (such as travel expenses) incurred by us in performing the Service. 2.5 An administrative fee will be charged for replacement/copy invoices at the rate of £1.50 per copy. 2.6 You will pay our Fees in accordance with the Fee Schedule and within 21 days of the date of each invoice. 2.7 We may engage the services of a debt factoring company to collect the Fees on our behalf. 2.8 We reserve the right, in the event that you have failed to pay the Fees, within 21 days of the date of each invoice, to:- (a) suspend the Service in accordance with clause 12.1 until payment has been made in full; and/or (b) set off any amount owing to us against the deposit notified to you in the Fee Schedule; and/or (c) charge interest on such sum from the due date at the annual rate of 4% above the base lending rate from time to time of The Bank of England on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay interest immediately on demand. 2.9 We will be entitled to review and increase our Fees for the Service on an annual basis basis, this being the 1st January each year, and at any other interval interval, if: (a) there is a change to the Service; and/or (b) a. the cost of providing the Service increases; and/or (c) b. a change is necessary in order to comply with any applicable safety, regulatory regulatory, or statutory requirements; and/or c. your needs have changed from those in the Assessment and/or you may wish to pay for an enhanced room. 2.10 Unless the 6.9. Any fee increase or reduction under this clause 6 will be notified to you in our Fees is because of a change to the Service we will give you and / or your representative writing at least 4 weeks’ notice of any increase 28 days in our Feesadvance, and will take effect under this Agreement from the date stated in the notice. 2.11 6.10. If you do not agree to our increased Residential Fees you may terminate this Agreement in accordance with clause 13.214.3. 2.12 No monies 6.11. In the event that you or your Nominated Representative becomes aware that your available assets total less than one year’s worth of any kind should weekly fees, you must notify the Home Manager to discuss your options regarding future payment. We recommend that you seek independent legal or financial advice on such matters. 6.12. We will not be responsible for your personal finances or funding matters. 6.13. In some cases, payment of fees may be delayed while the Judicial Greffe processes a delegation application, or while the power of a Lasting Power of Attorney is enforced. We understand that your fees may not be paid while this process is being completed, and it is important that you or your Nominated Representative makes arrangements to pay all outstanding fees in full once the Careworkerapplication is finalised. You We may ask your appointed lawyers, if applicable, to confirm in writing that this process is taking place. We have the right to charge interest under clause 6.14 while this process is taking place. 6.14. If you fail to make a payment due to us under this Agreement by the due date, then you shall pay interest on the overdue sum from the due date until payment of the sum. Interest under clause 6.13 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 6.15. All amounts payable to us under this Agreement are not responsible exclusive of goods and services tax chargeable (GST) from time to time. Where any taxable supply for GST purposes is made under this Agreement, you shall, on receipt of a valid GST invoice, pay to us such additional amounts of GST at the same time as payment for the Careworker’s National Insurance contributions or Income TaxServices is due. 6.16. We are entitled to recover all legal, professional and other fees and expenses incurred pursuing any unpaid invoices.

Our Fees. 2.1 We reserve the right to charge a deposit (as detailed in the Fee Schedule) in respect of the 8.1 The Fees if we consider (in our absolute discretion) it necessary. You shall only be entitled to a refund of the deposit if this agreement is terminated in accordance with these Terms and Conditions. You shall not be entitled to any interest on the refunded deposit. 2.2 We shall notify you prior to commencing each assignment the basis on which our fee will be calculated, which they are calculated are set out in this Agreement. We may bereview the Fees where: (a) the time spent in minutes providing the Service at the rates set out in the Fee Schedule (the means of recording the time spent providing the Service will be by way of Timesheets), and/oran Unexpected Delay occurs; or (b) the unit rate per episode as set out in the Fee Schedule (the means of recording the number of episodes will be by way of Timesheets. 2.3 You will sign the Careworker’s Timesheets on each occasion that the Service is provided in order to verify their accuracy. If you are unable to sign the Careworker's timesheets, alternative arrangements will be specified in your care plan. In the unlikely event that Timesheets are inaccurate you must contact the Care Manager without delay. We will still be entitled to charge you the Fees if you do not sign the Timesheets. 2.4 We will invoice you on a fortnightly basis for the Service in accordance with the Fee Schedule. We shall clearly identify on our invoices any other expenses (such as travel expenses) incurred by us in performing the Service. 2.5 An administrative fee will be charged for replacement/copy invoices at the rate of £1.50 per copy. 2.6 You will pay our Fees in accordance with the Fee Schedule and within 21 days of the date of each invoice. 2.7 We may engage the services of a debt factoring company to collect the Fees on our behalf. 2.8 We reserve the right, in the event that you have failed to pay the Fees, within 21 days of the date of each invoice, to:- (a) suspend the Service in accordance with clause 12.1 until payment has been made in full; and/or (b) set off any amount owing to us against the deposit notified to you in the Fee Schedule; and/or (c) charge interest on such sum from the due date at the annual rate of 4% above the base lending rate from time to time of The Bank of England on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay interest immediately on demand. 2.9 We will be entitled to review and increase our Fees for the Service on an annual basis and at any other interval if: (a) there is a change in the scope of the Services we agreed to the Serviceprovide to you; and/or (b) the cost of providing the Service increases; and/oror (c) a change is necessary in order to comply with any applicable safety, regulatory or statutory requirements. 2.10 Unless the increase in our Fees is because of a change to the Service we will give you and / or your representative at least 4 weeks’ notice of any increase in our Fees. 2.11 If you do not accept this Agreement within the validity period; or (d) at 1 July each year we will examine market rates for similar professional services, and suggest a % increase to rates that is no higher than 5% and your approval will not be unreasonably withheld. 8.2 You agree to pay us the Fees for the Services and Deliverables in accordance with this Agreement. 8.3 Unless we state otherwise, our Fees exclude GST. You agree to pay any GST imposed on us, now or in the future, in relation to this Agreement. Where GST is payable on any taxable supply made under this Agreement, you agree that the Fee payable for this supply will be increased by an amount equivalent to the GST payable by us in respect of that supply. 8.4 We will invoice you upon signing the engagement agreement for IBM Blueworks Live Licences; Business Process Intellectual Property; and access to the SMC Software Evaluation Platform for the duration stated in the agreement. This initial invoice must be paid before on-line access can be granted. 8.5 We will charge you at cost for any expenses we incur in providing the Services to you by prior agreement. Expenses include airfares, accommodation, Ubers/taxis, parking, km allowance, telephone, meals or per diems. Expenses are not part of any fixed price quote and are over and above any quote in the Letter. 8.6 Our employees fly flexible economy class for travel within Australia. If a director, is required on site, and authorised by you, they will travel business class. 8.7 Travel time to your site and return is chargeable at half the hourly rate (excluding GST) for each of our resources required on site and will be used whenever possible for project related work. Travel time is not part of any fixed price quote and is over and above any quote in the Letter. 8.8 We will charge a minimum of two hours per SMC consultant for meetings held at any of your site locations, which includes preparatory work and travel time. 8.9 We will invoice you fortnightly, upon the completion of a major deliverable, milestone or phase, the relevant Fees, and you agree to pay our invoice within 14 days. You agree to pay any undisputed portions of an invoice even if there is a dispute between us about that invoice or another invoice. All disputes must be raised within 14 days of issue of invoice. Fees not paid by the due date will attract interest at an annual rate of 8% above the Reserve Bank of Australia cash rate (calculated daily from the due date and compounded monthly) plus any debt collection fees incurred by us. 8.10 Without limiting any other rights we may have, we are entitled to suspend or terminate the Services, in whole or part, or to retain or withhold any Information we may hold in relation to the Services or any Work we have done for you may terminate if you do not pay our invoices on time. 8.11 You have a right to withhold money if we fail to deliver the Services and Deliverables in accordance with this Agreement Agreement. 8.12 The Share of Negotiated Savings, regardless of who is involved in the contract or commercial negotiations and the effort of the respective parties, will be payable as stipulated in the Letter and calculated as per the SMC negotiation calculation tool. 8.13 The payment of the Share of Negotiated Savings is payable upon the earlier of, completion of the S&N phase, or no longer than 30 days after the negotiated position has been achieved, whichever is first. 8.14 The payment of the Share of Negotiated Savings will not be dependent on proceeding to P&P or I&E, merely the nomination of the Selected Vendor in accordance with clause 13.28.13. 2.12 No monies 8.15 The Share of any kind should Negotiated Savings will still be paid payable if the client chooses to change partner but keep the Careworker. You are not responsible for same vendor software that was part of S&N. 8.16 The scope covered by the Careworker’s National Insurance contributions Share of Negotiated Savings is the entire functional scope quoted by the vendor or Income Tax.partner during stage 4 of the S&N.