Common use of PAYMENT AND EXPENSES Clause in Contracts

PAYMENT AND EXPENSES. All payments due to Provider are set forth in the “Schedule of Fees” attached hereto and incorporated herein by this reference. Notwithstanding the foregoing or any provision in this Agreement, Provider shall only bill the LEA for transportation services actually delivered to and received by the LEA including actual driver services, actual costs incurred by Provider for those services and vehicles actually used and for the time used in conformance with LEA direction as to needed transportation services, and adjustments to routes, schedule and utilization as directed by the LEA. Provider shall send LEA periodic statements indicating Provider’s fees incurred and their basis and any current balance owed. The periodic statements shall itemize each date for which transportation services were provided, what services were provided, and d for what routes or periods, and charges reflective of actual use as authorized by the LEA. If no Provider’s fees or costs are incurred for a particular time period, or if they are minimal, the statement may be held by the Provider and combined with that for the following time period unless a statement is requested by the LEA. All payments due Provider are set forth in “Schedule of Fees” and shall be paid by the LEA within 30 days of receipt of a proper, undisputed invoice from Provider, which invoice shall set forth in reasonable detail the services performed and when they were provided. The LEA reserves the right, in its sole and absolute discretion, to reject any invoice that is not submitted in compliance with the LEA’s standards and procedures. In the event that any portion of an invoice submitted by a Provider to the LEA is disputed, the LEA shall only be required to pay the undisputed portion of such invoice at that time, and the parties shall meet to try to resolve any disputed portion of any invoice. As part of that process, the Provider shall furnish to LEA full and complete information on the basis for all charges during the period or for the billing in issue. The rates set forth in “Schedule of Fees” are not set by law but have been negotiated between Provider and LEA. Notwithstanding the foregoing, the LEA shall not be responsible for payment to Provider for payment for services which are not provided, for vehicles not used, for drivers, staff and routes not needed, for changed routes, overhead and for transportation services which are directed by the LEA to be removed in accordance with the provisions of this Agreement.

PAYMENT AND EXPENSES. All payments due 9.1 The Supplier shall be entitled to Provider are be paid for the Goods and/or Services in accordance with the provisions set forth out herein and in the “Schedule Purchase Order or as may be agreed in writing with the Customer from time to time. 9.2 The Supplier shall invoice the Customer following completion of Fees” attached hereto the Services or delivery of the Goods (as applicable) or at the dates or in the instalments as may be agreed between the Customer and incorporated herein by this referencethe Supplier and in no shorter than monthly intervals. Notwithstanding Each invoice shall specify the foregoing or sum that the Supplier considers to be due at the payment due date and the basis on which that sum has been calculated together with any provision in this Agreement, Provider shall only bill the LEA for transportation services actually delivered to and received other information required by the LEA including actual driver servicesCustomer. 9.3 Payments under this Agreement shall become due for payment on receipt of the Supplier's invoice and the Customer shall pay the sum specified in the Supplier's invoice or if less, actual costs incurred by Provider for those services and vehicles actually used and for the time used sum in conformance with LEA direction as to needed transportation services, and adjustments to routes, schedule and utilization as directed the notice given by the LEA. Provider shall send LEA periodic statements indicating Provider’s fees incurred and their basis and any current balance owed. The periodic statements shall itemize each Customer under clause 9.6, on or before the final date for payment which transportation services were provided, what services were provided, and d for what routes or periods, and charges reflective of actual use as authorized by shall be 60 days after the LEApayment due date. If no Provider’s fees or costs are incurred for a particular time period, or if they are minimal, the statement may be held by the Provider and combined with that for the following time period unless a statement is requested by the LEA. All payments due Provider are set forth in “Schedule of Fees” and Interest shall be paid on all amounts remaining unpaid thereafter at the rate of 2% over the base rate of the Bank of England current at the date the relevant payment becomes overdue. 9.4 The payments specified in the Purchase Order are exclusive of VAT but inclusive of any other tax duty levy or imposition. Following the submission of a valid VAT invoice by the LEA within 30 days of receipt of Supplier the Customer shall pay the Supplier any VAT due at the rate and in the manner prescribed by law. 9.5 If the Customer instructs the Supplier to perform any Additional Services the Parties shall endeavour to agree a proper, undisputed invoice from Provider, which invoice shall set forth in reasonable detail the services performed and when they were providedspecific lump sum fee prior to such Additional Services being performed. The LEA reserves the right, in its sole and absolute discretion, to reject any invoice that is not submitted in compliance with the LEA’s standards and procedures. In the event that any portion of an invoice submitted by a Provider to the LEA is disputed, the LEA shall only be required to pay the undisputed portion of such invoice at that time, and the parties shall meet to try to resolve any disputed portion of any invoice. As part of that process, the Provider shall furnish to LEA full and complete information on the basis for all charges during the period or for the billing in issue. The rates set forth in “Schedule of Fees” are not set by law but have been negotiated between Provider and LEA. Notwithstanding the foregoing, the LEA Supplier shall not be responsible for payment entitled to Provider for any payment for services which are Additional Services unless (i) the Additional Services were not providedforeseeable at the date of this Agreement and (ii) prior to the Additional Services being performed, (a) the Supplier shall have received a written instruction from the Customer to perform such Additional Services and (b) the lump sum fee for vehicles not used, performing such Additional Services was agreed. The Supplier shall invoice the Customer for drivers, staff and routes not needed, for changed routes, overhead and for transportation services which are directed by the LEA to be removed agreed lump fee in accordance with the provisions of clause 9.2 after the Additional Services have been properly, effectively and efficiently performed and at such times as may be agreed in writing with the Customer from time to time and the provisions of clause 9.3 shall then apply. 9.6 If the Customer intends to pay less than the sum specified in the Supplier's invoice the Customer may give to the Supplier a notice of its intention to do so specifying the sum of the Customer considers to be due on the date the notice is served and the basis on which that sum is calculated not later than two days before the final date for payment ascertained in accordance with clause 9.3 but not before the payment due date. 9.7 The Customer may set off or deduct from any monies payable to the Supplier under this AgreementAgreement any monies due or in the reasonable opinion of the Customer likely to become due to the Customer under this Agreement or any other contract with the Supplier.

PAYMENT AND EXPENSES. All payments due to Provider are The Customer shall pay the fees as set forth in the “Schedule SOW, together with any expenses and/or other amounts due hereunder as quoted and payable in the currency designated in the SOW. akirolabs Services and other services, if purchased, are provided either on a fixed fee or on a time and materials basis. Except as expressly set forth herein or in the SOW, all fees and payment obligations for the services thereunder are non-cancelable, fees paid are non-refundable and quantities purchased cannot be decreased during the relevant Subscription Term. akirolabs will invoice annual Subscription Fees yearly in advance. One-time fees will be invoiced as per the SOW. Unless otherwise agreed, any expenses (meaning all reasonable and necessary out-of-pocket expenses, including, but not limited to travel, airfare, mileage, lodging, meals, ground transpor- tation, and other normal business expenses incurred by akirolabs in the provision of Fees” attached hereto and incorporated herein by this reference. Notwithstanding the foregoing or any provision in this Agreement, Provider akirolabs Services altogether hereinafter "Expenses") shall only bill the LEA for transportation services actually delivered to and received be borne by the LEA including actual driver services, actual costs incurred by Provider for those services and vehicles actually used and for Customer after the time used in conformance with LEA direction as to needed transportation services, and adjustments to routes, schedule and utilization as directed by the LEA. Provider shall send LEA periodic statements indicating Provider’s fees incurred and their basis and any current balance owed. The periodic statements shall itemize each date for which transportation services were provided, what services were provided, and d for what routes or periods, and charges reflective of actual use as authorized by the LEA. If no Provider’s fees or costs are incurred for a particular time period, or if they are minimal, the statement may be held by the Provider and combined with that for the following time period unless a statement is requested by the LEA. All payments due Provider are set forth in “Schedule of Fees” Customers prior written approval and shall be paid by invoiced separately. Unless otherwise stated and agreed in the LEA SOW, all invoices are due and payable within 30 cal- endar days of the invoice date (hereinafter the "Due Date"). Incorrect invoice items do not entitle the Customer to withhold payment of correct invoice items. The Customer is automatically in default upon expiry of the Due Date. Any undisputed Fees due or Expenses not reimbursed on or before the Due Date, shall accrue statutory interests of one- half percent (0.5%) of the outstanding balance per month calculated from the Due Date until the date of payment, plus all reasonable expenses and fees of collection (including attorneys’ fees and court and administrative costs). If the Customer is in default with a payment, akirolabs may make the provision of further services dependent on the full payment of outstanding invoices and, at its discretion, also on advance payments or other securities. Any dispute involving invoiced fees or Expenses (hereinafter a “Billing Dispute”) must be in writ- ing and submitted to akirolabs within fifteen (15) days of the date of receipt of the applicable invoice and include a proper, undisputed invoice from Provider, which invoice shall set forth in reasonably detailed statement describing the nature and amount of the disputed fees as well as the reasonable detail the services performed and when they were providedgood faith basis for why a credit or refund is being requested (hereinafter a “Billing Dispute Notice”). The LEA reserves the right, in its sole Customer shall cooperate with akirolabs to promptly address and absolute discretion, to reject any invoice that is not submitted in compliance with the LEA’s standards and procedures. In the event that any portion of an invoice submitted by a Provider to the LEA is disputed, the LEA shall only be required to pay the undisputed portion of such invoice at that time, and the parties shall meet to try attempt to resolve any disputed portion of any invoice. As part of that process, the Provider shall furnish to LEA full and complete information on the basis for all charges during the period or for the billing Billing Dispute submitted in issueaccordance here- with. The rates set forth Customer acknowledges and agrees that in “Schedule of Fees” are the event the Customer does not set by law but have been negotiated between Provider and LEA. Notwithstanding submit a Billing Dispute Notice in accordance with the foregoing, the LEA Customer waives all rights to dispute such invoice, and all fees and Expenses set forth in such invoice will be considered correct and binding on the Customer. The Customer shall not be responsible for payment remain obligated to Provider for payment for services which are not provided, for vehicles not used, for drivers, staff pay all undisputed fees and routes not needed, for changed routes, overhead Expenses due and for transportation services which are directed by owing as set forth in the LEA to be removed in accordance with the provisions of this Agreement.

PAYMENT AND EXPENSES. All payments due to Provider are set forth in the “Schedule of Fees” attached hereto and incorporated herein by this reference. [Optional] Notwithstanding the foregoing or any provision in this Agreement, Provider shall only bill the LEA for transportation services actually delivered to and received by the LEA including actual driver services, actual costs incurred by Provider for those services and vehicles actually used and for the time used in conformance with LEA direction as to needed transportation services, and adjustments to routes, schedule and utilization as directed by the LEA. Provider shall send LEA periodic statements indicating Provider’s fees and costs incurred and their basis and any current balance owed. The periodic statements shall itemize each date for which transportation services were provided, what services were provided, and d vehicles used and for what routes or periods, and charges reflective of actual use as authorized by the LEA. If no Provider’s fees or costs are incurred for a particular time period, or if they are minimal, the statement may be held by the Provider and combined with that for the following time period unless a statement is requested by the LEA. All payments due Provider are set forth in “Schedule of Fees” and shall be paid by the LEA within 30 45 days of receipt of a proper, undisputed invoice from Provider, which invoice shall set forth in reasonable detail the services performed and when they were provided. The LEA reserves the right, in its sole and absolute discretion, to reject any invoice that is not submitted in compliance with the LEA’s standards and procedures. In the event that any portion of an invoice submitted by a Provider to the LEA is disputed, the LEA shall only be required to pay the undisputed portion of such invoice at that time, and the parties shall meet to try to resolve any disputed portion of any invoice. As part of that process, the Provider shall furnish to LEA full and complete information on the basis for all charges during the period or for the billing in issue, broken down by actual costs incurred or other charges. The rates set forth in “Schedule of Fees” are not set by law but have been negotiated are negotiable between Provider and LEA. [Optional] Notwithstanding the foregoing, the LEA shall not be responsible for payment to Provider for payment for services which are not provided, for vehicles not used, for drivers, staff and routes not needed, for changed routes, overhead and for transportation services which are directed by the LEA to be removed or changed in accordance with the provisions of this Agreement.

PAYMENT AND EXPENSES. All payments due to Provider are set forth in the “Schedule of Fees” attached hereto and incorporated herein by this reference. Notwithstanding the foregoing or any provision in this Agreement, Provider shall only bill the LEA for transportation services actually delivered to and received by the LEA including actual driver services, actual costs incurred by Provider for those services and vehicles actually used and for the time used in conformance with LEA direction as to needed transportation services, and adjustments to routes, schedule and utilization as directed by the LEA. Provider shall send LEA periodic statements indicating Provider’s fees incurred and their basis and any current balance owed. The periodic statements shall itemize each date for which transportation services were provided, what services were provided, and d for what routes or periods, and charges reflective of actual use as authorized by the LEA. If no Provider’s fees or costs are incurred for a particular time period, or if they are minimal, the statement may be held by the Provider and combined with that for the following time period unless a statement is requested by the LEA. All payments due Provider are set forth in “Schedule of Fees” and shall be paid by the LEA within 30 days of receipt of a proper, undisputed invoice from Provider, which invoice shall set forth in reasonable detail the services performed and when they were provided. The LEA reserves the right, in its sole and absolute discretion, to reject any invoice that is not submitted in compliance with the LEA’s standards and procedures. In the event that any portion of an invoice submitted by a Provider to the LEA is disputed, the LEA shall only be required to pay the undisputed portion of such invoice at that time, and the parties shall meet to try to resolve any disputed portion of any invoice. As part of that process, the Provider shall furnish to LEA full and complete information on the basis for all charges during the period or for the billing in issue, broken down by actual costs incurred or other charges. The rates set forth in “Schedule of Fees” are not set by law but have been negotiated are negotiable between Provider and LEA. Notwithstanding the foregoing, the LEA shall not be responsible for payment to Provider for payment for services which are not provided, for vehicles not used, for drivers, staff and routes not needed, for changed routes, overhead and for transportation services which are directed by the LEA to be removed or changed in accordance with the provisions of this Agreement.