Common use of Price and Payment Clause in Contracts

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 . The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 . Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier Service Provider of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Service Provider and shall notify the Supplier Service Provider in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierService Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement or any Order Contract may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Service Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierService Provider, and that ruling shown to the British Council. 5.3 The Supplier Service Provider shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council 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 this AgreementAgreement or any Order Contract. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Service Provider to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Service Provider further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier Service Provider shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods Deliverables supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 5.7 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierService Provider’s valid and accurate invoices by automated transfer into the SupplierService Provider’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier Service Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Service Provider to the British Council’s satisfaction and in accordance with the terms of this AgreementAgreement and any Order Contract. 5.7 In the event that the British Council makes any overpayment in connection with this Agreement or any Order Contract (or any other agreement between the parties), the British Council may, upon written notice to the SupplierService Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierService Provider. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Service Provider may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 . The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 5.9 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 . Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, 2.1 The prices listed on the Charges are exclusive of value added tax Purchase Order (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay attached to it by ANZ at the prevailing rate within 30 days following receipt from time of issuance) are firm prices, and can only be varied if ANZ so agrees or by mutual consent. All prices will be invoiced and paid in the Supplier currency as indicated in the Purchase Order, and if no currency is specified, then in India Rupees. The prices are inclusive of a valid all freight, packing, insurance, and accurate tax delivery charges. All such charges must be detailed separately on each invoice. 2.2 The fees and charges specifically detailed in this Purchase order are the only amounts payable by ANZ in respect of the Services and all related matters and are not inclusive of applicable taxes, duties and levies. In the event that the British Council any additional amount is required by the laws or regulations law to be paid by ANZ on behalf of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and Supplier agrees to immediately reimburse ANZ for any payment made, if the same is to be borne by Supplier. With respect to any new taxes that ruling shown may be introduced by the Government in future, this contract will be revisited by both parties. Tax Deducted at Source (TDS / Withholding Taxes (WHT) shall be deducted from the payment to the British Council. 5.3 The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and supplier as applicable in accordance with the terms of this Agreement. 5.7 In existing Income tax laws and ANZ will provide the event that the British Council makes any overpayment in connection with this Agreement (or applicable withholding tax certificate and any other agreement between the parties), the British Council may, upon written notice related document in this regard to the Supplier. 2.3 All documentation relating to the provision of goods or services pursuant to the Purchase Order, deduct including invoices, delivery notes, and labels on the amount outside of such overpayment from any future invoice or require repayment of such sum packages, must state the Purchase Order number, the ANZ Requestor, and, where available, serial numbers and asset numbers. Invoices must be valid tax invoices under applicable taxation laws and include your Goods and Service Tax Registration Number, PAN and must provide your bank account details into which a direct deposit can be made. Invoices which do not meet these criteria will not be considered for payment and liable for rejection. 2.4 ANZ will aim to pay the correctly rendered and undisputed invoices within 30 days after their receipt at the date on which it serves written notice on billing address specified in the Purchase order. Notwithstanding the foregoing if a master agreement exists as described in clause 1.2 the payment terms would be in accordance with terms set forth in the agreement. A properly prepared invoice must include the purchase order number and, if required Supplier’s certification of conformance of the work to the requirements. ANZ may, at any time, set-off any amounts Supplier owes ANZ against any amounts ANZ owes to Supplier or any of its affiliated companies. Under no circumstances shall ANZ pay or advance funds to Supplier, nor shall Supplier accept such funds, other than in accordance with a valid and applicable Purchase Order for services rendered 2.5 ANZ’s payment to Supplier for Work prior to ANZ’s timely rejection of such work as non- conforming work will not be deemed as acceptance by ANZ. 5.8 Where there 2.6 ANZ is an End Client, a Special Economic Zone (SEZ) unit. Any supply of Goods/Services to SEZ unit is treated as ‘Inter-State’ and ‘zero’ rated supply under GST law. All supplies to be made and Invoices to be issued as per the British Council shall not be obliged to pay any invoice provisions of India GST Law. 2.7 In the provision of goods and/or services to the extent that it has not received payment relating client the Vendor shall comply with the provisions of the Goods and Service Tax Act and Rules made thereunder and any amendments made to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set same from time to time by time. The Vendor acknowledges and agrees that ANZ will not be liable or responsible to the Bank Vendor for any demand made and/ or Interest and Penalty levied on the Vendor on account of Englandthe Vendor’s failure to follow the prescribed process under the Act/ Rules in the course of rendering services to the Client. Such interest will accrue Further, in the supply of Goods to ANZ location, the supplier should follow the procedures laid under SEZ Act before inwarding the Goods into SEZ zone and relevant documents of the supply should accompany with along with the consignment for inspection to obtain permission for the movement of Goods inside the zone from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payableconcerned SEZ authorities.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement.Agreement.‌ 5.7 In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client.Client.‌ 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 . The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 . Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive inclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction. The British Council at its own discretion may (but not an obligation), whichget the exemption/waiver of VAT of the transaction as contemplated in this Agreement, if properly chargeablefrom the Tax Office for Institutions and Foreigners (BADORA) and return the exempted tax invoice back to the Supplier. If the British Council obtains such exemption of tax/waiver of VAT, the British Council shall not pay at any VAT to the Charges. The Supplier shall issue a specific VAT invoice under number 080, and if BADORA reject such exemption application by the British Council, then the Supplier shall issue a new VAT invoice under number 010 so that the tax can be paid. Under the prevailing rate within 30 days following receipt from tax law of the Supplier Republic of a valid and accurate tax invoice. In the event that Indonesia, the British Council is required by the laws or regulations not a subject of any applicable jurisdiction to deduct any withholding income tax or similar taxes from the Charges(PPh), and the British Council shall deduct not withhold any income tax to the Charges, and account for such taxes before paying income tax liability shall be the remainder sole responsibility of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deductedSupplier. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. 5.3 . The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 5.9 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Consultant. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierService Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to Ecorys UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Service Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierService Provider, and that ruling shown to Ecorys UK. These charges include any Value Added Tax payable by the British CouncilService Provider which Ecorys UK is unable to recover from the authorities in the United Kingdom. All payments to the Service Provider will only be made on submission of an invoice quoting the VAT number of the Service Provider and issued in a form acceptable to the Ecorys UK. 5.3 5.2 The Supplier Service Provider shall indemnify and keep indemnified the British Council Ecorys UK from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council Ecorys UK 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 this AgreementAgreement or any Order Contract. Any amounts due under this clause 5.3 5.1 shall be paid in cleared funds by the Supplier Service Provider to the British Council Ecorys UK not less than seven calendar five working days before the date on which the tax or other liability is payable by the British CouncilEcorys UK. The British Council Ecorys UK may grant the Supplier Service Provider further time to pay where this is deemed appropriate by the British Council Ecorys UK taking account of the relevant circumstances. 5.4 5.3 Unless stated otherwise, the Supplier Service Provider shall invoice for the Charges monthly in arrears on completion of all tasks and deliverables as stated in the order and all such invoices shall be accompanied by a statement submitted on company letterhead setting out the Services and/or Goods Deliverables supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, Ecorys UK requirements). Invoices shall be accompanied by all required invoices, receipts, reports and documents etc. as set out in the British Council Requirements)order, and in Schedule 3. 5.5 5.4 Subject to clauses 5.6 5.5 to 5.8 Error! Reference source not found. below, the British Council Ecorys UK shall, unless agreed otherwise by the parties in writing, pay each of the SupplierService Provider’s valid valid, complete and accurate invoices by automated transfer into the SupplierService Provider’s nominated bank account no later than 30 days after the invoice is received. 5.6 5.5 Provided that it notifies the Supplier Service Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council Ecorys UK shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Service Provider to the British CouncilEcorys UK’s satisfaction and in accordance with the terms of this AgreementAgreement and any Order Contract. 5.7 5.6 In the event that the British Council Ecorys UK makes any overpayment in connection with this Agreement or any Order Contract (or any other agreement between the parties), the British Council Ecorys UK may, upon written notice to the SupplierService Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierService Provider. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierService Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to Ecorys UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Service Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierService Provider, and that ruling shown to Ecorys UK. These charges include any Value Added Tax payable by the British Council.Service Provider which Ecorys UK is unable to recover from the authorities in the United Kingdom. All payments to the Service Provider will only be made on submission of an invoice quoting the VAT number of the Service Provider and issued in a form acceptable to the Ecorys UK.‌ 5.3 5.2 The Supplier Service Provider shall indemnify and keep indemnified the British Council Ecorys UK from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council Ecorys UK 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 this AgreementAgreement or any Order Contract. Any amounts due under this clause 5.3 5.1 shall be paid in cleared funds by the Supplier Service Provider to the British Council Ecorys UK not less than seven calendar five working days before the date on which the tax or other liability is payable by the British CouncilEcorys UK. The British Council Ecorys UK may grant the Supplier Service Provider further time to pay where this is deemed appropriate by the British Council Ecorys UK taking account of the relevant circumstances. 5.4 5.3 Unless stated otherwise, the Supplier Service Provider shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods Deliverables supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Ecorys UK Requirements). 5.5 5.4 Subject to clauses 5.6 5.5 to 5.8 5.7 below, the British Council Ecorys UK shall, unless agreed otherwise by the parties in writing, pay each of the SupplierService Provider’s valid and accurate invoices by automated transfer into the SupplierService Provider’s nominated bank account no later than 30 days after the invoice is received. 5.6 5.5 Provided that it notifies the Supplier Service Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council Ecorys UK shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Service Provider to the British CouncilEcorys UK’s satisfaction and in accordance with the terms of this Agreement.Agreement and any Order Contract.‌ 5.7 5.6 In the event that the British Council Ecorys UK makes any overpayment in connection with this Agreement or any Order Contract (or any other agreement between the parties), the British Council Ecorys UK may, upon written notice to the SupplierService Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierService Provider. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 5.7 If the British Council Ecorys UK fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Service Provider may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.payable.‌

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Training Provider of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Training Provider and shall notify the Supplier Training Provider in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierTraining Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Training Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierTraining Provider, and that ruling shown to the British Council. 5.3 . The Supplier Training Provider shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierTraining Provider’s failure to account for or to pay any VAT relating to payments made to the Supplier Training Provider under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Training Provider to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Training Provider further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier Training Provider shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 5.9 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierTraining Provider’s valid and accurate invoices by automated transfer into the SupplierTraining Provider’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier Training Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Training Provider to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierTraining Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Training Provider. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Training Provider may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. 5.3 . The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Consultant. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 . The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 15.6 to 5.8 15.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 . Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier Service Provider of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Service Provider and shall notify the Supplier Service Provider in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierService Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Service Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierService Provider, and that ruling shown to the British Council. 5.3 The Supplier Service Provider shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council 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 this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Service Provider to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Service Provider further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier Service Provider shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierService Provider’s valid and accurate invoices by automated transfer into the SupplierService Provider’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier Service Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Service Provider to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierService Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierService Provider. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Service Provider may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive inclusive of value added tax (tax, VAT) , Stamp Duty or similar all of which will be paid by the Supplier or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless Where the Buyer has issued no variation in scope, specification, quantity or delivery the prices stated otherwise, on the Charges order are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, fixed and firm for the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder duration of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deductedContract. 5.2 Under current UK legislation it Unless otherwise stated in the order, the Contract price shall be inclusive of the costs of delivery to the delivery address stated on the face of the order. 5.3 Unless otherwise agreed in writing, payment shall be made by the Buyer against Services performed in accordance with the Contract or delivery of compliant Goods together with all documentation required under the Contract, within forty-five (45) days (the Final Date for Payment) from the date an acceptable invoice is received by the responsibility of a supplier Agent (The Due Date for Payment). Where the order relates to assess its VAT liability for the supply of services. Where UK VAT is applicablemaintenance Services, the Supplier’s Seller may present an invoice should show all in accordance with the necessary entries thereon to make it order following the completion of each maintenance visit and must provide a valid tax invoice for VAT purposes; and detailed service report describing the work covered in particular it must show the amount of VAT charged separately. However, the British Council invoice. 5.4 The Buyer may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, deduct from any payments otherwise due to the place Seller any reasonable estimate made in good faith of supply losses or damages that it is likely to suffer due to any breach of Contract by the Seller. If any later assessment of such loss or damage requires any repayment to the Seller, such repayment shall bear no interest and its previous deduction shall not being be a breach of Contract by the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment Buyer. 5.5 Payment of the UK VAT charged by Seller's invoice shall not imply acceptance of the Supplier until Goods or Services and shall in no way prejudice the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by Buyer’s rights under the SupplierContract. 5.6 If the Buyer does not intend to pay the Seller the full value of his invoice, and that ruling shown the Agent or Buyer will provide to the British Council. 5.3 The Supplier shall indemnify and keep indemnified Seller no later than 5 days from the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect Final Date for Payment a notice of the Supplier’s failure to account for or intention to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and amounts to be provided in paid and grounds for the format set out inreduction from the amount invoiced. 5.7 Insofar as the Late Payment of Commercial Debts (Interest) Xxx 0000 applies to the Contract, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council Seller shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge simple interest on the amount of any such late payment overdue payments at the a rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payableEngland bank base lending rate.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive inclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. 5.3 . The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 5.9 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Consultant. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive inclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice). In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Council. 5.3 The Supplier shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Agreement Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 . Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierService Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to Ecorys UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Service Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierService Provider, and that ruling shown to Ecorys UK. These charges include any Value Added Tax payable by the British CouncilService Provider which Ecorys UK is unable to recover from the authorities in the United Kingdom. All payments to the Service Provider will only be made on submission of an invoice quoting the VAT number of the Service Provider and issued in a form acceptable to the Ecorys UK. 5.3 5.2 The Supplier Service Provider shall indemnify and keep indemnified the British Council Ecorys UK from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council Ecorys UK 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 this AgreementAgreement or any Order Contract. Any amounts due under this clause 5.3 5.1 shall be paid in cleared funds by the Supplier Service Provider to the British Council Ecorys UK not less than seven calendar five working days before the date on which the tax or other liability is payable by the British CouncilEcorys UK. The British Council Ecorys UK may grant the Supplier Service Provider further time to pay where this is deemed appropriate by the British Council Ecorys UK taking account of the relevant circumstances. 5.4 5.3 Unless stated otherwise, the Supplier Service Provider shall invoice for the Charges monthly in arrears on completion of all tasks and deliverables as stated in the order and all such invoices shall be accompanied by a statement submitted on company letterhead setting out the Services and/or Goods Deliverables supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, Ecorys UK requirements). Invoices shall be accompanied by all required invoices, receipts, reports and documents etc. as set out in the British Council Requirements)order, and in Schedule 3. 5.5 5.4 Subject to clauses 5.4 to 5.6 to 5.8 below, the British Council Ecorys UK shall, unless agreed otherwise by the parties in writing, pay each of the SupplierService Provider’s valid valid, complete and accurate invoices by automated transfer into the SupplierService Provider’s nominated bank account no later than 30 days after the invoice is received. 5.6 5.5 Provided that it notifies the Supplier Service Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council Ecorys UK shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Service Provider to the British CouncilEcorys UK’s satisfaction and in accordance with the terms of this AgreementAgreement and any Order Contract. 5.7 5.6 In the event that the British Council Ecorys UK makes any overpayment in connection with this Agreement or any Order Contract (or any other agreement between the parties), the British Council Ecorys UK may, upon written notice to the SupplierService Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierService Provider. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. 5.3 . The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly quarterly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month quarter in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Consultant. Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 . If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierService Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to Ecorys UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Service Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierService Provider, and that ruling shown to Ecorys UK. These charges include any Value Added Tax payable by the British CouncilService Provider which Ecorys UK is unable to recover from the authorities in the United Kingdom. All payments to the Service Provider will only be made on submission of an invoice quoting the VAT number of the Service Provider and issued in a form acceptable to the Ecorys UK. 5.3 5.2 The Supplier Service Provider shall indemnify and keep indemnified the British Council Ecorys UK from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council Ecorys UK 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 this AgreementAgreement or any Order Contract. Any amounts due under this clause 5.3 5.1 shall be paid in cleared funds by the Supplier Service Provider to the British Council Ecorys UK not less than seven calendar five working days before the date on which the tax or other liability is payable by the British CouncilEcorys UK. The British Council Ecorys UK may grant the Supplier Service Provider further time to pay where this is deemed appropriate by the British Council Ecorys UK taking account of the relevant circumstances. 5.4 5.3 Unless stated otherwise, the Supplier Service Provider shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods Deliverables supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Ecorys UK Requirements). 5.5 5.4 Subject to clauses 5.6 5.5 to 5.8 5.7 below, the British Council Ecorys UK shall, unless agreed otherwise by the parties in writing, pay each of the SupplierService Provider’s valid and accurate invoices by automated transfer into the SupplierService Provider’s nominated bank account no later than 30 days after the invoice is received. 5.6 5.5 Provided that it notifies the Supplier Service Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council Ecorys UK shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Service Provider to the British CouncilEcorys UK’s satisfaction and in accordance with the terms of this AgreementAgreement and any Order Contract. 5.7 5.6 In the event that the British Council Ecorys UK makes any overpayment in connection with this Agreement or any Order Contract (or any other agreement between the parties), the British Council Ecorys UK may, upon written notice to the SupplierService Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierService Provider. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 5.7 If the British Council Ecorys UK fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Service Provider may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 9.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier Service Provider of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Service Provider and shall notify the Supplier Service Provider in writing of all such sums properly deducted. 5.2 9.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierService Provider’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement or any Order Contract may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Service Provider until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierService Provider, and that ruling shown to the British Council. 5.3 9.3 The Supplier Service Provider shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council 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 this AgreementAgreement or any Order Contract. Any amounts due under this clause 5.3 9.3 shall be paid in cleared funds by the Supplier Service Provider to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Service Provider further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 9.4 Unless stated otherwise, the Supplier Service Provider shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods Deliverables supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 9.5 Subject to clauses 5.6 9.6 to 5.8 9.7 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierService Provider’s valid and accurate invoices by automated transfer into the SupplierService Provider’s nominated bank account no later than 30 days after the invoice is received. 5.6 9.6 Provided that it notifies the Supplier Service Provider in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Service Provider to the British Council’s satisfaction and in accordance with the terms of this AgreementAgreement and any Order Contract. 5.7 9.7 In the event that the British Council makes any overpayment in connection with this Agreement or any Order Contract (or any other agreement between the parties), the British Council may, upon written notice to the SupplierService Provider, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierService Provider. 5.8 9.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 9.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Service Provider may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following subject to receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. 5.2 . Under current UK legislation it is the responsibility of a supplier to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UKUK (for example, by falling within Schedule 5 of VATA 1994), and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. 5.3 . The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar five working days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 . Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including including, without limitation, any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 . Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. 5.6 . Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 . In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 Consultant. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 41% per annum above the official bank base rate set from time to time by the Bank of England. Such HSBC Plc, such interest will to accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this such rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier Consultant of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier Consultant and shall notify the Supplier Consultant in writing of all such sums properly deducted. 5.2 Under current UK legislation it is the responsibility of a supplier Consultant to assess its VAT liability for the supply of services. Where UK VAT is applicable, the SupplierConsultant’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; and in particular it must show the amount of VAT charged separately. However, the British Council may be of the opinion that the Services being supplied under this Agreement may not be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier Consultant until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the SupplierConsultant, and that ruling shown to the British Council. 5.3 The Supplier Consultant shall indemnify and keep indemnified the British Council from and against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the British Council at any time in respect of the SupplierConsultant’s failure to account for or to pay any VAT relating to payments made to the Supplier Consultant under this Agreement. Any amounts due under this clause 5.3 shall be paid in cleared funds by the Supplier Consultant to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier Consultant further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier Consultant shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the SupplierConsultant’s valid and accurate invoices by automated transfer into the SupplierConsultant’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier Consultant in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier Consultant to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the SupplierConsultant, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the SupplierConsultant. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier Consultant may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable.

Price and Payment. 5.1 Unless The price for the Works will be stated otherwise, in the Charges are Order and (unless otherwise agreed in writing) will be fixed for the duration of the Contract and will be exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction, which, if properly chargeable, the British Council shall pay at the prevailing rate within 30 days following receipt from the Supplier of a valid and accurate tax invoice. In the event that the British Council is required by the laws or regulations of any applicable jurisdiction to deduct any withholding tax or similar taxes from the Charges, the British Council shall deduct and account for such taxes before paying the remainder of the Charges to the Supplier and shall notify the Supplier in writing but inclusive of all such sums properly deductedother charges (including but not limited to charges for packaging, delivery and insurance requested by MEDIA & COMMUNICATIONS LTD ). 5.2 Under current UK legislation it is the responsibility of a supplier to assess its VAT liability The Supplier may invoice MEDIA & COMMUNICATIONS LTD for the supply Works at any time after the delivery or collection (as appropriate) of servicesthe Works. Where UK VAT is applicableInvoices must show MEDIA & COMMUNICATIONS LTD ’s order number, delivery or collection (as appropriate) number, the Supplier’s invoice should show all the necessary entries thereon to make it a valid tax invoice for VAT purposes; date and in particular it must show the amount number of VAT charged separately. However, the British Council any relevant delivery schedule and such other sufficiently detailed description as may be of necessary to enable the opinion that the Services being supplied under this Agreement may not Works to be subject to UK VAT, due to the place of supply not being the UK, and the charging of UK VAT would therefore be inappropriate. The British Council reserves the right to dispute payment of the UK VAT charged by the Supplier until the issue has been resolved by a ruling in writing obtained from HM Revenue & Customs by the Supplier, and that ruling shown to the British Councilidentified. 5.3 The Supplier shall indemnify and keep indemnified Where the British Council from and against invoice includes any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on charge for value added tax the British Council at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under this Agreement. Any amounts due under this clause 5.3 shall invoice must be paid in cleared funds by the Supplier to the British Council not less than seven calendar days before the date on which the tax or other liability is payable by the British Council. The British Council may grant the Supplier further time to pay where this is deemed appropriate by the British Council taking account of the relevant circumstances. 5.4 Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged (including any timesheets or other information required by, and to be provided in the format set out in, the British Council Requirements). 5.5 Subject to clauses 5.6 to 5.8 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. 5.6 Provided that it notifies the Supplier in writing in advance, and works in good faith to resolve any issues or disputes, the British Council shall be entitled to withhold payment of any sums in respect of any Services or Deliverables which have not been provided by the Supplier to the British Council’s satisfaction and in accordance with the terms of this Agreement. 5.7 In the event that the British Council makes any overpayment in connection with this Agreement (or any other agreement between the parties), the British Council may, upon written notice to the Supplier, deduct the amount of such overpayment from any future invoice or require repayment of such sum within 30 days after the date on which it serves written notice on the Supplier. 5.8 Where there is an End Client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the End Client. 5.9 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set form as laid down from time to time by HM Customs and Excise. 5.4 MEDIA & COMMUNICATIONS LTD will use reasonable endeavours to pay the Bank price for the Works within 30 days of Englandthe end of the month in which MEDIA & COMMUNICATIONS LTD receives a valid invoice but time for payment will not be of the essence of the Contract. 5.5 All payments will be made by MEDIA & COMMUNICATIONS LTD without prejudice to MEDIA & COMMUNICATIONS LTD ’s rights should the Works prove unsatisfactory. 5.6 Any failure by the Supplier to comply with the instructions set out in the Contract may delay payment. 5.7 MEDIA & COMMUNICATIONS LTD may (but will not be obliged to) at any time or times without notice to the Supplier set off any liability of MEDIA & COMMUNICATIONS LTD to Supplier against any liability of Supplier to MEDIA & COMMUNICATIONS LTD (in either case howsoever arising and whether such liability is present, future, liquidated or unliquidated). Such interest MEDIA & COMMUNICATIONS LTD and Supplier agree that in exercising this right to set off, MEDIA & COMMUNICATIONS LTD shall be doing no more than discharging its own liability by the application of its own asset. Any exercise by MEDIA & COMMUNICATIONS LTD of its rights under these Conditions will accrue be without prejudice to any other rights or remedies available to MEDIA & COMMUNICATIONS LTD under these Conditions or otherwise. 6 CHANGES IN SPECIFICATION ETC MEDIA & COMMUNICATIONS LTD may at any time make written changes to the Contract including but not limited to changes in the designs, compositions, specifications, method of shipment, quantities, packaging or time or place of delivery or collection (as appropriate). If any such change results in any increase or decrease in the cost of, or the time required for, the performance of the Contract an equitable adjustment will be made to the price, delivery or collection (as appropriate) date or both unless such changes are envisaged by the parties at the time the Contract was entered into. Any claim or adjustment by the Supplier must be approved by MEDIA & COMMUNICATIONS LTD in writing before the Supplier proceeds with such a change. For the avoidance of doubt nothing in this clause 6 will relieve the Supplier from the date obligation of proceeding without delay in the performance of the Contract. 7.1 MEDIA & COMMUNICATIONS LTD is relying on which payment was due the Supplier’s skill and judgment in relation to the date on Works and the Supplier undertakes, warrants and represents to MEDIA & COMMUNICATIONS LTD and agrees as a condition of this Contract that the Works and any and all labelling and packaging will: (a) conform in all respects to the quantity, quality, design, functionality, performance criteria, description, specification, stipulation or standard stated or referred to in the Order, any literature (whether of a promotional character or otherwise) issued or representations made in connection with the Works; (b) be capable of any standard of performance specified in the Order; (c) be of first-class materials and workmanship and be executed with reasonable skill and care by properly qualified and experienced persons; (d) be equal in all respects to any sample, pattern, drawings, demonstration or specification provided or given by either party (which payment is actually made. The parties hereby acknowledge has been accepted in writing by MEDIA & COMMUNICATIONS LTD ); (e) be fit and agree that this rate of interest is a substantial remedy sufficient for any late payment purpose for which they are commonly supplied or used and for any purpose indicated (either expressly or by implication) in the Order or as may be made known by MEDIA & COMMUNICATIONS LTD to the Supplier prior to the Contract being entered into; (f) be so designed, tested, constructed and manufactured as to be safe and without risk to health or property when properly used; (g) include all necessary information about the use of the Works and all instructions and warnings relating to the Works as may be necessary for the safe use of the Works and for MEDIA & COMMUNICATIONS LTD to comply with its statutory obligations under the Health and Safety at Work Act 1974; (h) be packaged in accordance with the Contract; (i) be of satisfactory quality and be free from defects (whether latent or patent) in design, materials or workmanship; (j) comply with all relevant laws, regulations, orders, rules and codes of practice that may be in force in the United Kingdom and such other territories which MEDIA & COMMUNICATIONS LTD has informed the Supplier that the Works will be supplied from time to time; and (k) be freely available for resale within the European Economic Area without infringing the rights of any sum properly due third party. 7.2 The Supplier will promptly provide all necessary information in connection with the design, resale and payableuse of the Works (whether or not such information is requested by MEDIA & COMMUNICATIONS LTD ). 7.3 The Supplier consents to MEDIA & COMMUNICATIONS LTD transferring any guarantee or similar rights given by the Supplier to MEDIA & COMMUNICATIONS LTD in relation to the Works supplied to any third party to whom MEDIA & COMMUNICATIONS LTD sells, hires or otherwise disposes of such Works with the intent that such guarantee or similar rights may be enforced against the Supplier not only by MEDIA & COMMUNICATIONS LTD but also by any third party claiming through MEDIA & COMMUNICATIONS LTD . 7.4 MEDIA & COMMUNICATIONS LTD ’s rights under these Conditions are in addition to the statutory conditions implied in favour of a purchaser by the Sale of Goods Act 1979 (as amended).