Common use of Payment and VAT Clause in Contracts

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 Guidance: Under s77A Value Added Tax Act 1994 and s18 Finance Act 2003 the CLIENT could become liable for any VAT which has been paid to the SERVICE PROVIDER but which is not then accounted for by the SERVICE PROVIDER to HM Customs & Excise. The Customer indemnity in clause 22.5 safeguards the CLIENT against this secondary liability. It has been drafted specifically in respect of UK services supplied by UK suppliers: 22.1 In consideration of the SERVICE PROVIDER performing its obligations under the Contract, the CLIENT shall pay all sums properly due and payable to the Supplier SERVICE PROVIDER in cleared funds within thirty (30) days of receipt of a valid invoice, submitted in accordance with the time period specified payment profile set out in paragraphs 7.1 and 7.2 of the Order Form. For the avoidance of doubt, the payment profile set out in the Order Form may or may not stipulate that the Service and/or Deliverable must be Accepted5 before payment is due and/or that supporting information must be provided with an invoice so that it can be a valid invoice. 13.2.2 22.2 The Supplier SERVICE PROVIDER shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer CLIENT to substantiate the invoice. 13.2.3 22.3 Where the Supplier SERVICE PROVIDER enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier SERVICE PROVIDER to the Subsub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with as defined by the terms of the Subsub-Contractcontract requirements. 13.2.4 22.4 The Supplier SERVICE PROVIDER shall add VAT to the Contract Charges Price at the prevailing rate as applicableapplicable and the CLIENT shall pay the VAT to the SERVICE PROVIDER following its receipt of a valid VAT invoice. 13.2.5 22.5 The Supplier SERVICE PROVIDER shall indemnify the Customer on demand and CLIENT on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer CLIENT at any time in respect of the Supplier's SERVICE PROVIDER’S failure to account for or to pay any VAT relating to payments made to the Supplier SERVICE PROVIDER under the Contract. Any amounts due under this Clause 13.2.5 22.5 shall be paid by the Supplier SERVICE PROVIDER to the Customer CLIENT not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerCLIENT. 13.2.6 22.6 The Supplier SERVICE PROVIDER shall not suspend the supply of the Services unless the Supplier SERVICE PROVIDER is entitled to terminate the Contract under Clause 25.4 55.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods supplied and/or the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days Working Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services and/or Goods (as applicable) unless the Supplier is entitled to terminate the Contract under Clause clause 25.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Goods and Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer C2.1 Each Contracting AUTHORITY is committed to pay as soon as possible and shall pay all sums properly due and payable to the Supplier SERVICE PROVIDER within 30 days of receipt of a valid invoice, submitted monthly in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Formarrears. 13.2.2 C2.2 The Supplier SERVICE PROVIDER shall ensure that each invoice contains all appropriate references references, as identified in the Specification and the relevant Call-Off Contract, and a detailed breakdown of the Services provided supplied and that it is supported by any other documentation reasonably required by the Customer relevant Contracting AUTHORITY to substantiate the invoice. 13.2.3 C2.3 Where the Supplier SERVICE PROVIDER enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under any Call- Off Contracts, it shall ensure that a provision is included in such Sub-Contract a sub- contract which requires payment to be made of all sums due by the Supplier SERVICE PROVIDER to the Subsub-Contractor within a specified period contractor as soon as possible and in any event not exceeding thirty (30) calendar 30 days from the receipt of a validly issued valid invoice, in accordance with . The Contracting AUTHORITY reserves the terms of right to ask for information about payment performance and will provide a facility for sub-contractor's to report poor performance to the Sub-ContractAUTHORITY/Contracting AUTHORITY. 13.2.4 C2.4 The Supplier SERVICE PROVIDER shall add VAT to the Call-Off Contract Charges Price at the prevailing rate as applicable. 13.2.5 C2.5 The Supplier SERVICE PROVIDER shall indemnify the Customer on demand and each Contracting AUTHORITY on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer Contracting AUTHORITY at any time in respect of the Supplier's SERVICE PROVIDER’S failure to account for or to pay any VAT relating to payments made to the Supplier SERVICE PROVIDER under the ContractCall-Off Contracts. Any amounts due under this Clause 13.2.5 C2.5 shall be paid by the Supplier SERVICE PROVIDER to the Customer Contracting AUTHORITY not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerContracting AUTHORITY. 13.2.6 C2.6 The Supplier SERVICE PROVIDER shall not suspend the supply of the Services unless the Supplier SERVICE PROVIDER is entitled to terminate the relevant Call- Off Contract in writing under Clause 25.4 H2.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer AUTHORITY/Contracting AUTHORITY on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 10.2.1 The Customer Contracting Body shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 thirty (30) Working Days of the Order Formreceipt of an undisputed and validly issued invoice from the Supplier. 13.2.2 10.2.2 The Supplier shall ensure that each invoice complies with Schedule 6 (Invoicing Procedure) (whether submitted electronically or in a paper form) and contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer Contracting Body to substantiate the invoice. The Supplier shall ensure that all invoices submitted to the Contracting Body for the Services are exclusive of management charges levied on the Supplier by the Authority. The Supplier shall not increase the Contract Charges or recover as a surcharge from the Contracting Body, the management charges of 0.5% levied on them by the Authority. 13.2.3 10.2.3 Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Sub- Contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoiceinvoice by the Supplier from the Sub-Contractor, in accordance with the terms of the Sub-Contract. 13.2.4 10.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 10.2.5 The Supplier shall indemnify the Customer Contracting Body on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer Contracting Body 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 the this Contract. Any amounts due under this Clause 13.2.5 10.2.5 shall be paid by the Supplier to the Customer Contracting Body not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerContracting Body. 13.2.6 10.2.6 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the this Contract under Clause 25.4 18.4 (Termination on Default) for Contracting Body’s failure to pay undisputed sums of money; or the suspension has been agreed between the Parties in advance (for example, to support planned maintenance work). Interest shall be payable by the Customer Contracting Body on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 19981998 (as amended from time to time). 13.2.7 10.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer Contracting Body to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CustomerContracting Body.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges Price at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 27.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 20.1 The Customer payments provisions in this clause and Schedule 4 shall apply to the Contract. The Council shall pay all sums properly due and payable to the Supplier within 30 days of receipt of a valid invoice (Self- Bill invoice), submitted weekly in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Formarrears. 13.2.2 20.2 The Supplier shall ensure that each invoice Service Receipt contains all appropriate references and a detailed breakdown of the Services provided supplied which will be used to generate the Self-Bill invoice and that it is supported by any other documentation reasonably required by the Customer Council to substantiate the Self-Bill invoice. 13.2.3 20.3 Where the Supplier enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period not exceeding thirty (30) calendar 30 days from the receipt of a validly issued valid invoice, in accordance with the terms of the Sub-Contract. 13.2.4 20.4 The Supplier shall add VAT to the Contract Charges Price at the prevailing rate as applicable. 13.2.5 20.5 The Supplier shall indemnify the Customer on demand and Council on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer Council at any time in respect of the Supplier's ’s failure to account for or to pay any VAT relating to payments made to the Supplier under the Contract. Any amounts due under this Clause 13.2.5 clause 20.5 shall be paid by the Supplier to the Customer Council not less than five (5) 5 Working Days before the date upon which the tax or other liability is payable by the CustomerCouncil. 13.2.6 20.6 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 20.7 The Supplier shall accept maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Government Procurement Card as a means Council pursuant to this Contract. Such records shall be retained for inspection by the Council during the Contract Period and following the end of payment the Contract for the Services where such card is agreed with period specified in the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the CustomerContract Particulars.

Payment and VAT. 13.2.1 6.1 In consideration of the Service Provider undertaking to provide any Services required by a Customer under a Service Agreement awarded under this Supplier Agreement, and satisfactory delivery of those Services, that Customer undertakes to pay the Service Provider the relevant contribution towards the Charges for such Services. 6.2 The Service Provider and each Customer acknowledge that xxxx shall pay all sums properly due and payable act as the relevant Customer’s payment agent for making payments to the Supplier Service Provider in cleared funds within the time period specified in paragraphs 7.1 and 7.2 respect of the Order FormCharges that have become payable. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Supplier 6.3 Subject to the Subcorrection of any errors in a Self-Contractor Billing Invoice, within a specified period not exceeding thirty (30) calendar 30 days from the receipt of a validly issued invoice, Self-Billing Invoice having been raised in accordance with the terms of Self-Billing Procedure, the SubCharges in the Self-Contract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 Billing Invoice shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the relevant Customer. 13.2.6 6.4 The Supplier Service Provider shall not suspend the supply provision of the Services if any payment (or part thereof) is overdue unless the Supplier it is entitled to terminate the Contract relevant Service Agreement awarded under it pursuant to Clause 25.4 (Termination on Default) 31.2 for failure to pay undisputed sums the Charges. 6.6 For the avoidance of money. Interest doubt the Charges shall be payable deemed to be fully inclusive of: the value of the Services as specified in Schedule 4 of this Supplier Agreement subject to any further details in the Requirement referred to in the Service Agreement to which the Charges relate; and 6.7 The Council will notify the Service Provider of the Service User’s estimated contribution towards the Charges, subject to financial assessment and any third party contribution and the Service Provider agrees that they remain responsible for the collection of the same on the terms and conditions within the Placement Agreement. 6.8 The Council acknowledges that the Department of Work and Pensions contributions will be initiated and managed by the Customer on Council. The Service Provider shall be responsible for notifying the late Council of any material change in the Service User’s circumstances that it believes will affect the Service User’s contributions. On this basis, the following arrangements shall apply: 6.8.1 The Council will pay (via xxxx as its payment service provider) an estimated NET figure for each Service User from the date the Services commence to the Service Provider and will, once the financial assessment is completed, pay the adjusted NET figure to the Service Provider. 6.8.2 The Service Provider must use its best endeavours to collect the contribution due from the Service Users (or appointed representative) and any third party who is responsible for the payment of any undisputed sums Charges. The Service Provider must notify the Council if that contribution has not been collected for a period of money properly invoiced in accordance with twelve (12) weeks, giving details of attempts to collect the Late Payment amount. Failure to notify the Council may lead to the Service Provider bearing the loss of Commercial Debts (Interest) Act 1998income. 13.2.7 6.9 The Supplier shall accept Service Provider agrees to notify the Government Procurement Card as Council immediately when a means Service User fails to claim their full benefits or when the Service User’s arrears of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customercontributions exceed twenty eight (28) days.

Payment and VAT. 13.2.1 The In consideration of the Service Provider performing its obligations under the Contract, the Customer shall pay all sums properly due and payable to the Supplier Service Provider in cleared funds within thirty (30) days of receipt of a valid invoice, submitted in accordance with the time period specified payment profile set out in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 . For the avoidance of doubt, the payment profile set out in the Order Form may or may not stipulate that the Goods, Services and/or Deliverables must be Accepted before payment is due and/or that supporting information must be provided with an invoice so that it can be a valid invoice. The Supplier Service Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 . Where the Supplier Service Provider enters into a Sub-Contract contract with a service provider or contractor for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such a Sub-Contract contract which requires payment to be made of all sums due by the Supplier Service Provider to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with the terms of as defined by the Sub-Contract. 13.2.4 contract requirements. The Supplier Service Provider shall add VAT to the Contract Charges Price at the prevailing rate as applicable. 13.2.5 applicable and the Customer shall pay the VAT to the Service Provider following its receipt of a valid VAT invoice. The Supplier Service Provider shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer at any time in respect of the Supplier's Service Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Service Provider under the Contract. Any amounts due under this Clause 13.2.5 4.2.5 shall be paid by the Supplier Service Provider to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 . The Supplier Service Provider shall not suspend the supply of the Services unless the Supplier Service Provider is entitled to terminate the Contract under Clause 25.4 9.2.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods supplied and/or the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days Working Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Lease Agreement Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the ContractLease Agreement. Any amounts due under this Clause clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services and/or Goods (as applicable) unless the Supplier is entitled to terminate the Contract Lease Agreement under Clause clause 25.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 13.2.7 [The Supplier shall accept the Government Procurement Card as a means of payment for the Goods and Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.]

Payment and VAT. 13.2.1 The 4.2.1 In consideration of the Service Provider performing its obligations under the Contract, the Customer shall pay all sums properly due and payable to the Supplier Service Provider in cleared funds within thirty (30) days of receipt of a valid invoice, submitted in accordance with the time period specified payment profile set out in paragraphs 7.1 and 7.2 of the Order Form. For the avoidance of doubt, the payment profile set out in the Order Form may or may not stipulate that the Service and/or Deliverable must be Accepted before payment is due and/or that supporting information must be provided with an invoice so that it can be a valid invoice. 13.2.2 4.2.2 The Supplier Service Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 4.2.3 Where the Supplier Service Provider enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier Service Provider to the Subsub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with as defined by the terms of the Subsub-Contractcontract requirements. 13.2.4 4.2.4 The Supplier Service Provider shall add VAT to the Contract Charges Price at the prevailing rate as applicableapplicable and the Customer shall pay the VAT to the Service Provider following its receipt of a valid VAT invoice. 13.2.5 4.2.5 The Supplier Service Provider shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer at any time in respect of the Supplier's Service Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Service Provider under the Contract. Any amounts due under this Clause 13.2.5 4.2.5 shall be paid by the Supplier Service Provider to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 4.2.6 The Supplier Service Provider shall not suspend the supply of the Services unless the Supplier Service Provider is entitled to terminate the Contract under Clause 25.4 9.2.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods supplied and/or the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days Working Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services and/or Goods (as applicable) unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 26.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 13.2.7 [The Supplier shall accept the Government Procurement Card as a means of payment for the Goods and Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The 4.2.1 In consideration of the Service Provider performing its obligations under the Contract, the Customer shall pay all sums properly due and payable to the Supplier Service Provider in cleared funds within thirty (30) days of receipt of a valid invoice, submitted in accordance with the time period specified payment profile set out in paragraphs 7.1 and 7.2 of the Order Form. For the avoidance of doubt, the payment profile set out in the Order Form may or may not stipulate that the Service and/or Deliverable must be Accepted2 before payment is due and/or that supporting information must be provided with an invoice so that it can be a valid invoice. 13.2.2 4.2.2 The Supplier Service Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 4.2.3 Where the Supplier Service Provider enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier Service Provider to the Sub-Contractor sub- contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with as defined by the terms of the Subsub-Contractcontract requirements. 13.2.4 4.2.4 The Supplier Service Provider shall add VAT to the Contract Charges Price at the prevailing rate as applicableapplicable and the Customer shall pay the VAT to the Service Provider following its receipt of a valid VAT invoice. 13.2.5 4.2.5 The Supplier Service Provider shall subject to the Customer using reasonable endeavours to mitigate any loss indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer at any time in respect of the Supplier's Service Provider‟s failure to account for or to pay any VAT relating to payments made to the Supplier Service Provider under the Contract. Any amounts due under this Clause 13.2.5 4.2.5 shall be paid by the Supplier Service Provider to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 2 This is drafted on the basis that the Customer does not pay for the Services if they have not been “Accepted” – in line with the acceptance criteria to be inserted into the Order Form. Acceptance may not always be an appropriate payment mechanism. 13.2.6 4.2.6 The Supplier Service Provider shall not suspend the supply of the Services unless the Supplier Service Provider is entitled to terminate the Contract under Clause 25.4 9.2.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer C2.1 In consideration of the Provider performing its obligations under the Contract, the Council shall pay all sums properly due and payable to the Supplier Provider in cleared funds within 30 days of a valid invoice, submitted in accordance with the time period specified Payment Terms set out in paragraphs 7.1 and 7.2 of the Order FormContract Particulars. 13.2.2 C2.2 The Supplier Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided supplied and that it is supported by any other documentation reasonably required by the Customer Council to substantiate the invoice. 13.2.3 C2.3 If the Council agrees to delivery by instalments in accordance with Clause B2(k) payments may also be made in corresponding instalments at the discretion of the Council. C2.4 Where the Supplier Provider enters into a Subsub-Contract contract with a supplier or Provider for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier Provider to the Subsub-Contractor Provider within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with the terms of the Sub-Contract. 13.2.4 C2.5 The Supplier Provider shall add VAT to the Contract Charges Price at the prevailing rate as applicable. 13.2.5 C2.6 The Supplier Provider shall indemnify the Customer on demand and Council on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer Council at any time in respect of the Supplier's Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Provider under the Contract. Any amounts due under this Clause 13.2.5 C2.6 shall be paid by the Supplier Provider to the Customer Council not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerCouncil. 13.2.6 C2.7 The Supplier Provider shall not suspend the supply of the Services unless the Supplier Provider is entitled to terminate the Contract under Clause 25.4 D2 (Termination on Default) for failure to pay undisputed sums of money. . C2.8 Interest shall be payable by the Customer Council on the late payment of any undisputed sums of money properly invoiced under the provisions of this Clause C2 in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 Guidance: Under s77A Value Added Tax Act 1994 and s18 Finance Act 2003 the CLIENT could become liable for any VAT which has been paid to the SERVICE PROVIDER but which is not then accounted for by the SERVICE PROVIDER to HM Customs & Excise. The Customer indemnity in clause 22.5 safeguards the CLIENT against this secondary liability. It has been drafted specifically in respect of UK services supplied by UK suppliers: 22.1 In consideration of the SERVICE PROVIDER performing its obligations under the Contract, the CLIENT shall pay all sums properly due and payable to the Supplier SERVICE PROVIDER in cleared funds within thirty (30) days of receipt of a valid invoice, submitted in accordance with the time period specified payment profile set out in paragraphs 7.1 and 7.2 of the Order Form. For the avoidance of doubt, the payment profile set out in the Order Form may or may not stipulate that the Service and/or Deliverable must be Accepted5 before payment is due and/or that supporting information must be provided with an invoice so that it can be a valid invoice. 13.2.2 22.2 The Supplier SERVICE PROVIDER shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer CLIENT to substantiate the invoice. 13.2.3 22.3 Where the Supplier SERVICE PROVIDER enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier SERVICE PROVIDER to the Subsub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with as defined by the terms of the Subsub-Contractcontract requirements. 13.2.4 22.4 The Supplier SERVICE PROVIDER shall add VAT to the Contract Charges Price at the prevailing rate as applicableapplicable and the CLIENT shall pay the VAT to the SERVICE PROVIDER following its receipt of a valid VAT invoice. 5 This is drafted on the basis that the CLIENT does not pay for the Services if they have not been “Accepted” – in line with the acceptance criteria to be inserted into the Order Form. Acceptance may not always be an appropriate payment mechanism. 13.2.5 22.5 The Supplier SERVICE PROVIDER shall indemnify the Customer on demand and CLIENT on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer CLIENT at any time in respect of the Supplier's SERVICE PROVIDER’S failure to account for or to pay any VAT relating to payments made to the Supplier SERVICE PROVIDER under the Contract. Any amounts due under this Clause 13.2.5 22.5 shall be paid by the Supplier SERVICE PROVIDER to the Customer CLIENT not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerCLIENT. 13.2.6 22.6 The Supplier SERVICE PROVIDER shall not suspend the supply of the Services unless the Supplier SERVICE PROVIDER is entitled to terminate the Contract under Clause 25.4 55.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods supplied and/or the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days Working Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services and/or Goods (as applicable) unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 26.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 [The Supplier shall accept the Government Procurement Card as a means of payment for the Goods and Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.]

Payment and VAT. 13.2.1 The 4.2.1 In consideration of the Service Provider performing its obligations under the Contract, the Customer shall pay all sums properly due and payable to the Supplier Service Provider in cleared funds within thirty (30) days of receipt of a valid invoice, submitted in accordance with the time period specified payment profile set out in paragraphs 7.1 and 7.2 of the Order Form. For the avoidance of doubt, the payment profile set out in the Order Form may or may not stipulate that the Service and/or Deliverable must be Accepted3 before payment is due and/or that supporting information must be provided with an invoice so that it can be a valid invoice. 13.2.2 4.2.2 The Supplier Service Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by 3 This is drafted on the basis that the Customer does not pay for the Services if they have not been “Accepted” – in line with the acceptance criteria to be inserted into the Order Form. Acceptance may not always be an appropriate payment mechanism. any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 4.2.3 Where the Supplier Service Provider enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier Service Provider to the Subsub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with as defined by the terms of the Subsub-Contractcontract requirements. 13.2.4 4.2.4 The Supplier Service Provider shall add VAT to the Contract Charges Price at the prevailing rate as applicableapplicable and the Customer shall pay the VAT to the Service Provider following its receipt of a valid VAT invoice. 13.2.5 4.2.5 The Supplier Service Provider shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer at any time in respect of the Supplier's Service Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Service Provider under the Contract. Any amounts due under this Clause 13.2.5 4.2.5 shall be paid by the Supplier Service Provider to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 4.2.6 The Supplier Service Provider shall not suspend the supply of the Services unless the Supplier Service Provider is entitled to terminate the Contract under Clause 25.4 9.2.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer C2.1 Each Contracting AUTHORITY is committed to pay as soon as possible and shall pay all sums properly due and payable to the Supplier SERVICE PROVIDER within 30 days of receipt of a valid invoice, submitted monthly in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Formarrears. 13.2.2 C2.2 The Supplier SERVICE PROVIDER shall ensure that each invoice contains all appropriate references references, as identified in the Specification and the relevant Call-Off Contract, and a detailed breakdown of the Services provided supplied and that it is supported by any other documentation reasonably required by the Customer relevant Contracting AUTHORITY to substantiate the invoice. 13.2.3 C2.3 Where the Supplier SERVICE PROVIDER enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under any Call- Off Contracts, it shall ensure that a provision is included in such Sub-Contract a sub- contract which requires payment to be made of all sums due by the Supplier SERVICE PROVIDER to the Subsub-Contractor within a specified period contractor as soon as possible and in any event not exceeding thirty (30) calendar 30 days from the receipt of a validly issued valid invoice, in accordance with . The Contracting AUTHORITY reserves the terms of right to ask for information about payment performance and will provide a facility for sub-contractor's to report poor performance to the Sub-ContractAUTHORITY/Contracting AUTHORITY. 13.2.4 C2.4 The Supplier SERVICE PROVIDER shall add VAT to the Call-Off Contract Charges Price at the prevailing rate as applicable. 13.2.5 C2.5 The Supplier SERVICE PROVIDER shall indemnify the Customer on demand and each Contracting AUTHORITY on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer Contracting AUTHORITY at any time in respect of the Supplier's SERVICE PROVIDER‟S failure to account for or to pay any VAT relating to payments made to the Supplier SERVICE PROVIDER under the ContractCall-Off Contracts. Any amounts due under this Clause 13.2.5 C2.5 shall be paid by the Supplier SERVICE PROVIDER to the Customer Contracting AUTHORITY not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerContracting AUTHORITY. 13.2.6 C2.6 The Supplier SERVICE PROVIDER shall not suspend the supply of the Services unless the Supplier SERVICE PROVIDER is entitled to terminate the relevant Call- Off Contract in writing under Clause 25.4 H2.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer AUTHORITY/Contracting AUTHORITY on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 6.1 and 7.2 6.2 of the Order FormForm to such bank or building society account as notified by the Supplier. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 clause 13.2.4 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 13.2.5 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 22.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 13.2.7 The 13.2.6 Where the Contract provides for payments by the Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with to the Customer to be a suitable means of payment. The Supplier then such payments shall be solely liable to pay any merchant fee levied for using made, in cleared funds, within a reasonable time unless otherwise specified in the Government Procurement Card and shall not be entitled to recover this charge from the CustomerContract.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 paragraph Error! Reference source not found. of the Order Form. 13.2.2 The Supplier shall ensure that each invoice (whether submitted electronically or in a paper form) contains all appropriate references and a detailed breakdown of the Goods supplied and the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. The Supplier shall ensure that all invoices submitted to the Customer for the Goods and Services are exclusive of management charges. 13.2.3 Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the this Contract. Any amounts due under this Clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services and provision of the Goods unless the Supplier is entitled to terminate the this Contract under Clause 25.4 (Termination on Default) 23.4.2 for Customer’s failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 1998 (as amended from time to time). The Supplier shall accept the Government Procurement Card as a means of payment for the Goods and Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods supplied and/or the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days Working Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services and/or Goods (as applicable) unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 26.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 13.2.7 [The Supplier shall accept the Government Procurement Card as a means of payment for the Goods and Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.]

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 6.1 and 7.2 6.2 of the Order FormForm to such bank or building society account as notified by the Supplier. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 clause 13.2.4 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer.Customer.‌ 13.2.6 13.2.5 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 22.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.1998.‌ 13.2.7 The 13.2.6 Where the Contract provides for payments by the Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with to the Customer to be a suitable means of payment. The Supplier then such payments shall be solely liable to pay any merchant fee levied for using made, in cleared funds, within a reasonable time unless otherwise specified in the Government Procurement Card and shall not be entitled to recover this charge from the CustomerContract.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 5.1 and 7.2 5.2 of the Order Form. 13.2.2 . The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 . Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days Working Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. 13.2.4 contract. The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 . The Supplier shall fully indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 clause 12.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 . The Supplier shall not suspend the supply of the Services (as applicable) unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 17.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods supplied and/or the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days Working Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause clause 13.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services and/or Goods (as applicable) unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 26.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Goods and Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 11.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Form. 13.2.2 11.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods supplied and/or the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 11.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days Working Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 11.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 11.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 clause 11.2.5 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 11.2.6 The Supplier shall not suspend the supply of the Services and/or Goods (as applicable) unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 20.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 11.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Goods and Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within thirty (30) Days of receipt of a valid invoice. Subject to Clause 13.2.3, at the time period specified in paragraphs 7.1 and 7.2 start of the Order Form. 13.2.2 Contract, the Supplier shall offer the Customer the choice of receiving invoices either individually or consolidated in respect of all Assignments or Engagements, as appropriate, for the Customer during a specified calendar period, e.g. Days, Weeks or Months. The Parties will agree In Writing which options shall apply under paragraph 11 (Charges and Payment) in the Part 1AOrder Form (Relationship Agreement). An invoice showing the sums due from the Customer for the supply of the Services shall be rendered in arrears on the Supplier’s own invoice form to the Customer on a weekly basis and at all times within thirty (30) Days of their provision, unless otherwise agreed In Writing between the Parties. Invoices shall be supported by any other information/documentation (electronically, where required by the Customer) as reasonably required by the Customer to provide the Customer with overall clarity to substantiate the Contract Charges and to enable internal charging to relevant budget holders, as appropriate. The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided in order to be financially transparent and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. . In all respects and in relation to invoices submitted, the Supplier shall take all reasonable steps in accordance with Good Industry Practice and latest NHS Protect guidelines regarding invoices and/or specific measures to prevent potential Fraud by the Supplier, Sub-Contractors utilised in the execution of the Contract and Staff in connection with the receipt of monies from the Customer. In the case of Temporary work-seeker provision, invoices shall be accompanied (electronically, where required by the Customer) by a clear copy (or copies as the case may be) of the Timesheet Approved by the Hiring Manager in accordance with paragraph 16.8 of: Specification for the provision of Temporary work-seekers, unless specifically agreed to the contrary in writing with the Contract Manager. Where necessary, the requirements of this Clause may be performed by electronic means as agreed with the Customer. In the case of invoices completed through electronic means, a secure authorisation process must be used at all times Subject to the Supplier’s compliance with Clause 13.2.3 above and the relevant Service Specification, the Customer shall pay all sums properly due and payable to the Supplier in cleared funds within thirty (30) Days of receipt by the Customer of such valid invoice to its nominated address. The Customer shall be entitled to deduct from any monies due or to become due to the Supplier under the Contract or any other contract with the Customer any monies owing to the Customer from the Supplier. Where there is any dispute regarding the invoice submitted or there has been a failure by the Supplier to provide the information required by Clause 13.2.3 above, both Parties shall use their reasonable endeavours to resolve the dispute through Clause 48.2 (Dispute Resolution) below. The Customer reserves the right to withhold payment of the disputed amount until such time that the matter can be resolved, provided that the Customer shall first notify the Supplier of such a dispute within a reasonable period of time (being not more than thirty (30) Days) following receipt of the invoice and further provided that the Parties shall uses their reasonable endeavours to work towards a resolution of such dispute within an agreed timeframe. Following resolution of any dispute in accordance with Clause 13.2.5 above, in the event that the Parties agree that the original invoice was incorrect or inaccurate, the Supplier shall immediately issue a revised invoice which clearly cross references the disputed original invoice and a credit note (as appropriate). The Supplier will ensure that any consolidated invoice does not include such disputed amounts so as not to delay payment of the remaining undisputed sum. Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period period, ideally within ten (10) Days, but not exceeding thirty (30) calendar days Days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. 13.2.4 . The Supplier Customer shall add VAT pay such undisputed sums from valid invoice(s) in cleared funds via BACS or any alternate means as agreed between the Parties. Where the Customer agrees shorter payment terms in order to meet policy obligations or to support the Sub-Contractors utilised in the execution of the Contract, the benefit of these agreed shorter payments must be reflected through the supply chain, as appropriate. Except where otherwise expressly stated in the Order, the Contract Charges shall be exclusive of VAT, which shall be payable, as applicable, by the Customer in addition to the Contract Charges at the prevailing rate as applicable. 13.2.5 and in the manner prescribed by Law from time to time. The invoice provided to the Customer by the Supplier in accordance with Clause 13.2.3 above shall show the VAT calculations separately. The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 13.2.10 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraphs 7.1 6.1 and 7.2 6.2 of the Order FormForm to such bank or building society account as notified by the Supplier. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract contract it shall ensure that a provision is included in such Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contractcontract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 clause 13.2.4 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 13.2.5 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 clause 22.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The 13.2.6 Where the Contract provides for payments by the Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with to the Customer to be a suitable means of payment. The Supplier then such payments shall be solely liable to pay any merchant fee levied for using made, in cleared funds, within a reasonable time unless otherwise specified in the Government Procurement Card and shall not be entitled to recover this charge from the CustomerContract.

Payment and VAT. 13.2.1 17.2.1. The Customer Trust shall pay all sums properly due and payable to the Supplier within thirty (30) days of Receipt of a valid invoice, submitted monthly in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Formarrears; all payments will be made electronically. 13.2.2 17.2.2. The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods and/or Services provided supplied and that it is supported by any other documentation reasonably required by the Customer Trust to substantiate the invoice. 13.2.3 17.2.3. Where the Supplier enters into a Sub-Contract contract with a supplier for the purpose of performing its obligations under this Agreement, it shall ensure that a provision is included in such a Sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with the terms of the Sub-Contract. 13.2.4 17.2.4. The Supplier shall add VAT to the Contract Charges Price at the prevailing rate as applicable. 13.2.5 17.2.5. The Supplier shall indemnify the Customer on demand and Trust on a continuing basis against any liability, including without limitation any interest, penalties or costscosts incurred, which are suffered or incurred by or is levied, demanded or assessed on the Customer Trust at any time in respect of the Supplier's ’s failure to account for or to pay any VAT relating to payments made to the Supplier under the Contractthis Agreement. Any amounts due under this Clause 13.2.5 clause 17.2.5 shall be paid by the Supplier to the Customer Trust not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerTrust. 13.2.6 17.2.6. The Supplier shall not suspend the supply of the Goods and/or Services unless the Supplier is entitled to terminate the Contract this Agreement under Clause 25.4 clause 27.2 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer Trust on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 3.2.1 The Customer Service Purchaser shall pay all sums properly due and payable to the Supplier Provider within thirty (30) Working Days of receipt of a valid invoice, submitted in cleared funds within accordance with the time period specified payment profile set out in paragraphs 7.1 and 7.2 of the Order Form. Invoices must be submitted within five (5) Working Days of the end of the preceding period to which the invoice relates together with a copy of the Service Record Form, where appropriate. 13.2.2 3.2.2 For invoices submitted where automatic payments apply, the Provider will be notified of the payment timetable at the start of each Financial Year. 3.2.3 The Supplier Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided supplied and that it is supported by any other documentation reasonably required by the Customer Service Purchaser to substantiate the invoice. The Service Purchaser reserves the right not to pay an invoice which does not contain the information required under this Clause 3.2.3 or if it is not otherwise satisfied as to the accuracy of the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. 13.2.4 3.2.4 The Supplier Provider shall add VAT to the Contract Charges Price at the prevailing rate as applicable. 13.2.5 3.2.5 The Supplier Provider shall indemnify the Customer on demand and Service Purchaser on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer Service Purchaser at any time in respect of the SupplierProvider's failure to account for or to pay any VAT relating to payments made to the Supplier Provider under the this Contract. Any amounts due under this Clause 13.2.5 3.2.5 shall be paid by the Supplier Provider to the Customer Service Purchaser not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerService Purchaser. 13.2.6 3.2.6 The Supplier Provider shall not suspend the supply of the Services unless the Supplier Provider is entitled to terminate the this Contract under Clause 25.4 9.2 (Termination on Default) for failure to pay undisputed sums of money. Interest shall . 3.2.7 Inflation will be payable by the Customer on the late payment of any undisputed sums of money properly invoiced dealt with in accordance with Clause 13.2 of the Late Payment of Commercial Debts (Interest) Act 1998Framework Agreement. 13.2.7 3.2.8 The Supplier Provider shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed work with the Customer Authority to be a suitable means of payment. The Supplier shall be solely liable seek invoicing efficiencies and to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customerconsolidate invoices where appropriate.

Payment and VAT. 13.2.1 7.2.1 The Customer SERVICE PROVIDER shall pay all sums properly due and invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable to by the Supplier in cleared funds CUSTOMER within the time period specified in paragraphs 7.1 and 7.2 thirty (30) Working Days of the Order Formdate of issue of the invoice. 13.2.2 7.2.2 The Supplier SERVICE PROVIDER shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Information Management & Learning Services provided and that it is supported by any other documentation reasonably required by the Customer CUSTOMER to substantiate the invoice. 13.2.3 Where 7.2.3 The Charges are exclusive of Value Added Tax. The CUSTOMER shall, in addition to the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due Charges and following delivery by the Supplier SERVICE PROVIDER of a valid VAT invoice, pay the SERVICE PROVIDER a sum equal to the Sub-Contractor within a specified period not exceeding thirty (30) calendar days from VAT on the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicableand in the manner prescribed by law from time to time. 13.2.5 7.2.4 The Supplier SERVICE PROVIDER shall continuously indemnify the Customer on demand and on a continuing basis CUSTOMER against any liability, including without limitation any interest, penalties or costscosts incurred, which are suffered or incurred by or is levied, demanded or assessed on the Customer CUSTOMER at any time in respect of the Supplier's SERVICE PROVIDER‟s failure to account for or to pay any VAT Value Added Tax relating to payments made to the Supplier SERVICE PROVIDER under the this Contract. Any amounts due under this Clause 13.2.5 7.2.4 shall be paid in cleared funds by the Supplier SERVICE PROVIDER to the Customer relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerCUSTOMER. 13.2.6 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 (Termination on Default) for failure to pay undisputed sums of money. 7.2.5 Interest shall be payable by the Customer CUSTOMER on the any late payment payments of any undisputed sums of money properly invoiced under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The SERVICE PROVIDER shall not suspend the provision of Information Management & Learning Services for CUSTOMER‟s failure to pay undisputed sums of money. 13.2.7 7.2.6 The Supplier SERVICE PROVIDER shall accept payment electronically via BACS. 7.2.7 If at any time during the Government Procurement Card as a means Term the SERVICE PROVIDER reduces its charges for any Information Management & Learning Services offered under the Framework Agreement in accordance with the terms of payment the Framework Agreement, the SERVICE PROVIDER shall immediately reduce the Charges for the such Information Management & Learning Services (where such card is agreed with Information Management & Learning Services form part of the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using Ordered Information Management & Learning Services) under this Contract by the Government Procurement Card and shall not be entitled to recover this charge from the Customersame amount.

Payment and VAT. 13.2.1 6.2.1 The Supplier may invoice the Customer for the Vehicles and/or Services at any time after Delivery of the Vehicles. Unless otherwise agreed with the Customer, the Customer shall pay all sums properly due and payable to the Supplier in cleared funds within 30 days of receipt of a Valid Invoice to such bank or building society account as notified by the time period specified in paragraphs 7.1 and 7.2 Supplier to the Customer. The Supplier shall accept the Government Procurement Card ("GPC") as a means of payment for Vehicles and/or Services if so required by the Order FormCustomer. 13.2.2 6.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Vehicles and/or Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. 13.2.3 Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 6.2.3 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 6.2.3 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 6.2.4 The Supplier shall not suspend the supply of the Vehicles and/or Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 11.1 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The 6.2.5 Where the Contract provides for payments by the Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with to the Customer to be a suitable means of payment. The Supplier then such payments shall be solely liable to pay any merchant fee levied for using made, in cleared funds, within a reasonable time unless otherwise specified in the Government Procurement Card and shall not be entitled to recover this charge from the CustomerContract.

Payment and VAT. 13.2.1 The Customer 21.1 Unless otherwise specified in Schedule 2, the Council shall pay all sums properly due and payable to the Supplier Provider within thirty (30) days of receipt of a valid invoice, submitted monthly in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Formarrears. 13.2.2 21.2 The Supplier Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided supplied and that it is supported by any other documentation reasonably required by the Customer Council to substantiate the invoice. 13.2.3 21.3 Where the Supplier Provider enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under this Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier Provider to the Sub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with the terms of the Sub-Contract. 13.2.4 21.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier Provider shall indemnify the Customer on demand and Council on a continuing basis against any liability, including without limitation any interest, penalties or costscosts incurred, which are suffered or incurred by or is levied, demanded or assessed on the Customer Council at any time in respect of the Supplier's Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Provider under the this Contract. Any amounts due under this Clause 13.2.5 clause 21.5 shall be paid by the Supplier Provider to the Customer Council not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerCouncil. 13.2.6 21.5 The Supplier Provider shall not suspend the supply of the Services unless the Supplier Provider is entitled to terminate the this Contract under Clause 25.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the provisions of this Contract. 21.6 The Provider shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Council pursuant to this Contract. Such records shall be retained for inspection by this Council during the Contract Period and following the end of this Contract for a period of six (6) years. 21.7 The Provider acknowledges the Council’s position that electronic payment may be introduced and implemented during the Contract Period as a means of paying the Provider for the provision of the Services. Implementation of any electronic payment system by the Provider within its organisation shall be at the Provider’s costs. 21.8 Save as otherwise expressed in this Contract, in the event of failure by the Council to pay sums due within the period agreed, interest shall be due at the rate of two per cent (2%) above the base rate for the time being of Bank of England calculated on a daily basis which the Parties agree shall be a sufficiently substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998. For the avoidance of doubt the provision of this Clause 21.9 shall only apply to undisputed amount. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 9.3.1 The Customer shall pay the Contract Price and all other payments due under this Contract punctually on their due date, by BACS (Bank Automated Clearing System) if the Customer so chooses or by any other automated payment as the Customer may agree with the Supplier. Unless otherwise agreed with the Customer, the Customer shall pay all sums properly due and payable to the Supplier in cleared funds within thirty (30) days of receipt of a Valid Invoice to such bank or building society account as notified by the time period specified in paragraphs 7.1 and 7.2 Supplier to the Customer. The Supplier shall accept the Government Procurement Card ("GPC") as a means of payment for Vehicles and/or Services if so required by the Order FormCustomer. 13.2.2 9.3.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Vehicles and/or Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoiceinvoice and each invoice which contains such information shall be a valid invoice for the purposes of this Clause 9.3.2. 13.2.3 Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Supplier to the Sub-Contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. 13.2.4 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 9.3.3 The Supplier shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer 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 the Contract. Any amounts due under this Clause 13.2.5 9.3.3 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 9.3.4 The Supplier shall not suspend the supply of the Vehicles and/or Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 15.1 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The 9.3.5 Where the Contract provides for payments by the Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with to the Customer to be a suitable means of payment. The Supplier then such payments shall be solely liable to pay any merchant fee levied for using made, in cleared funds, within a reasonable time unless otherwise specified in the Government Procurement Card and shall not be entitled to recover this charge from the CustomerContract.

Payment and VAT. 13.2.1 25.1 The Customer or the Technology Provider shall only raise a Self-Bill Invoice on behalf of the Supplier once the appropriate Service Receipt has been created and agreed between the Parties within the Technology and becomes payable in accordance with the Self Billing Agreement. 25.2 The Customer shall pay all sums properly due and the Charges which have become payable to in accordance with the Self-Billing Procedure within thirty (30) days of the appropriate undisputed Self-Bill Invoice having been raised. 25.3 For the avoidance of doubt, the Supplier in cleared funds within acknowledges and accepts that the time period specified in paragraphs 7.1 and 7.2 of Charges due for the Order Form. 13.2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods and/or Services provided and that it is supported by any other documentation reasonably required under the Contract shall be paid by the Customer via the Technology Provider, acting as the Customer’s payment service provider. To this extent, the Supplier acknowledges and accepts the Technology Provider can only pay the Supplier once it has received cleared funds from the Customer. Any disputes regarding payment or the amount payable must first be directed to substantiate the Customer via the Technology. 25.4 The Charges are exclusive of VAT which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a VAT invoice. 13.2.3 25.5 Where the Supplier enters into a Subsub-Contract contract for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Subthe sub-Contract contract which requires payment to be made of all sums due by the Supplier to the Subsub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with as defined by the terms of the Subsub-Contractcontract requirements. 13.2.4 25.6 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 25.7 The Supplier has sole responsibility for ensuring that their tax status is reflected correctly within the Technology on an ongoing basis. 25.8 The Supplier shall indemnify the Technology Provider and the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Technology Provider and/or the Customer at any time in respect of the Supplier's ’s failure to account for or to pay any VAT relating to payments made to the Supplier under the Contract. Any amounts due under this Clause 13.2.5 25.8 shall be paid by the Supplier to the Technology Provider and/or the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 The Supplier shall not suspend the supply of the Services unless the Supplier is entitled to terminate the Contract under Clause 25.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.five

Payment and VAT. 13.2.1 The Customer Employer party to each Call-Off contract shall pay all sums properly due and payable to the Supplier Provider within ten (10) days of receipt of a valid invoice, submitted monthly in cleared funds within arrears. Subject to any Protocol notified by the time period specified in paragraphs 7.1 and 7.2 of Authority, the Order Form. 13.2.2 The Supplier Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided supplied and that it is supported by any other documentation reasonably required by the Customer Employer party to substantiate the invoice. 13.2.3 . Where the Supplier Provider enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under any Call-Off Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier Provider to the Subsub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Subvalid invoice from such sub-Contract. 13.2.4 contractor. The Supplier Provider shall add VAT to the Contract Charges Price at the prevailing rate as applicable. 13.2.5 . The Supplier Provider shall indemnify the Customer on demand and Employer party to any Call-Off Contract on a continuing basis against any liability, including without limitation any interest, penalties or costscosts incurred, which are suffered or incurred by or is levied, demanded or assessed on the Customer Employer party to any Call-Off Contract at any time in respect of the Supplier's Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Provider under the Call-Off Contract. Any amounts due under this Clause 13.2.5 21.5 shall be paid by the Supplier Provider to the Customer Employer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 Employer. The Supplier Provider shall not suspend the supply of the Services refuse to complete a Call-Off Contract unless the Supplier Provider is entitled to terminate that particular Call-Off Contract and to refuse to supply the Services to the Employer party to that particular Call-Off Contract under in accordance with Clause 25.4 32 (Termination on DefaultNon-payment of Contract Price by Employer) for failure to pay undisputed sums of money. Interest shall be payable by the Customer Employer party to any Call-Off Contract on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998Xxx 0000. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 Guidance: Under s77A Value Added Tax Xxx 0000 and s18 Finance Xxx 0000 the CLIENT could become liable for any VAT which has been paid to the SERVICE PROVIDER but which is not then accounted for by the SERVICE PROVIDER to HM Customs & Excise. The Customer indemnity in clause 22.5 safeguards the CLIENT against this secondary liability. It has been drafted specifically in respect of UK services supplied by UK suppliers: 22.1 In consideration of the SERVICE PROVIDER performing its obligations under the Contract, the CLIENT shall pay all sums properly due and payable to the Supplier SERVICE PROVIDER in cleared funds within thirty (30) days of receipt of a valid invoice, submitted in accordance with the time period specified payment profile set out in paragraphs 7.1 and 7.2 of the Order Form. For the avoidance of doubt, the payment profile set out in the Order Form may or may not stipulate that the Service and/or Deliverable must be Accepted5 before payment is due and/or that supporting information must be provided with an invoice so that it can be a valid invoice. 13.2.2 22.2 The Supplier SERVICE PROVIDER shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided and that it is supported by any other documentation reasonably required by the Customer CLIENT to substantiate the invoice. 13.2.3 22.3 Where the Supplier SERVICE PROVIDER enters into a Subsub-Contract contract with a supplier or contractor for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier SERVICE PROVIDER to the Subsub-Contractor contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, as defined by the sub-contract requirements. 5 This is drafted on the basis that the CLIENT does not pay for the Services if they have not been “Accepted” – in accordance line with the terms of acceptance criteria to be inserted into the Sub-ContractOrder Form. Acceptance may not always be an appropriate payment mechanism. 13.2.4 22.4 The Supplier SERVICE PROVIDER shall add VAT to the Contract Charges Price at the prevailing rate as applicableapplicable and the CLIENT shall pay the VAT to the SERVICE PROVIDER following its receipt of a valid VAT invoice. 13.2.5 22.5 The Supplier SERVICE PROVIDER shall indemnify the Customer on demand and CLIENT on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer CLIENT at any time in respect of the Supplier's SERVICE PROVIDER’S failure to account for or to pay any VAT relating to payments made to the Supplier SERVICE PROVIDER under the Contract. Any amounts due under this Clause 13.2.5 22.5 shall be paid by the Supplier SERVICE PROVIDER to the Customer CLIENT not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CustomerCLIENT. 13.2.6 22.6 The Supplier SERVICE PROVIDER shall not suspend the supply of the Services unless the Supplier SERVICE PROVIDER is entitled to terminate the Contract under Clause 25.4 55.4 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.

Payment and VAT. 13.2.1 The Customer C2.1 In consideration of the Provider performing its obligations under the Contract, the Council shall pay all sums properly due and payable to the Supplier Provider in cleared funds within 30 days of a valid invoice, submitted in accordance with the time period specified Payment Terms set out in paragraphs 7.1 and 7.2 of the Order FormContract Particulars. 13.2.2 C2.2 The Supplier Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Services provided supplied and that it is supported by any other documentation reasonably required by the Customer Council to substantiate the invoice. 13.2.3 C2.3 If the Council agrees to delivery by instalments in accordance with Clause B2(k) payments may also be made in corresponding instalments at the discretion of the Council. C2.4 Where the Supplier Provider enters into a Subsub-Contract contract with a supplier or Provider for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such Suba sub-Contract contract which requires payment to be made of all sums due by the Supplier Provider to the Subsub-Contractor Provider within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued valid invoice, in accordance with the terms of the Sub-Contract. 13.2.4 C2.5 The Supplier Provider shall add VAT to the Contract Charges Price at the prevailing rate as applicable. 13.2.5 C2.6 The Supplier Provider shall indemnify the Customer on demand and Council on a continuing basis against any liability, including without limitation any interest, penalties or costs, costs incurred which are suffered or incurred by or is levied, demanded or assessed on the Customer Council at any time in respect of the Supplier's Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Provider under the Contract. Any amounts due under this Clause 13.2.5 C2.6 shall be paid by the Supplier Provider to the Customer Council not less than five (5) Working Days Business Day before the date upon which the tax or other liability is payable by the CustomerCouncil. 13.2.6 C2.7 The Supplier Provider shall not suspend the supply of the Services unless the Supplier Provider is entitled to terminate the Contract under Clause 25.4 D2 (Termination on Default) for failure to pay undisputed sums of money. . C2.8 Interest shall be payable by the Customer Council on the late payment of any undisputed sums of money properly invoiced under the provisions of this Clause C2 in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.)

Payment and VAT. 13.2.1 The Customer shall pay all sums properly due and payable 11.2.1 Where the Service Provider submits an invoice to the Supplier Customer, the Customer will consider and verify that invoice in cleared funds within the time period specified in paragraphs 7.1 and 7.2 of the Order Forma timely fashion. 13.2.2 11.2.2 The Supplier Service Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods and/or Services provided and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. The Customer shall accept and process for payment an electronic invoice submitted for payment by the Service Provider where the invoice is undisputed. 13.2.3 11.2.3 The Customer shall pay the Service Provider any sums due under such an invoice no later than a period of 30 days from the date on which the Customer has determined that the invoice is valid and undisputed. 11.2.4 Where the Supplier Customer fails to comply with clause 11.2.1 and there is an undue delay in considering and verifying the invoice, the invoice shall be regarded as valid and undisputed for the purposes of clause 11.2.2 after a reasonable time has passed. 11.2.5 Where the Service Provider enters into a Sub-Contract it Contract, the Service Provider shall ensure include in that Sub-Contract: (a) provisions having the same effect as clauses 11. 2.1 11.2.4 of this Contract; and (b) a provision is included in such requiring the counterparty to that Sub-Contract to include any Sub-Contract which requires payment to be made it awards provisions have the same effect as clauses 11.2.1 – 11.2.4 of all sums due by this Contract. For the Supplier to the Sub-Contractor within a specified period not exceeding thirty purposes of this sub clause 11.2.5 [(30) calendar days from the receipt of a validly issued invoiceb)], in accordance with the terms of the “Sub-Contract” means a contract between two or more suppliers, at any stage of remoteness from the Customer in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or part of this Contract. 13.2.4 11.2.6 The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable. 13.2.5 The Supplier Service Provider shall indemnify the Customer on demand and on a continuing basis against any liability, including without limitation any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer at any time in respect of the SupplierService Provider's failure to account for or to pay any VAT relating to payments made to the Supplier Service Provider under the Contract. Any amounts due under this Clause 13.2.5 clause 11.2.6 shall be paid by the Supplier Service Provider to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. 13.2.6 11.2.7 The Supplier Service Provider shall not suspend the supply of the Goods and/or Services unless the Supplier Service Provider is entitled to terminate the Contract under Clause 25.4 clause 19.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with at 3% per annum above the Late Payment Bank of Commercial Debts (Interest) Act 1998England base rate. 13.2.7 The Supplier shall accept the Government Procurement Card as a means of payment for the Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.