Test Fee. 3-1 In full and complete consideration for each ATC Testing rendered by ATC, Adopter shall pay Test Fee to ATC by remitting Test Fee to the bank account separately designated by ATC by the payment due date set forth in the relevant Work Order. Adopter hereby acknowledges and agrees that the Price List, including the price of each item of the ATC Testing therein, may be changed by ATC at its sole discretion without notice. If the Price List is so changed, ATC will make reasonable effort to provide Adopter with a new Price List.
3-2 Test Fee shall be paid net of any present or future tax, assessment, or government or bank charge. Adopter shall gross up Test Fee, if necessary, so that after deducting or withholding any applicable tax, assessment or charge, ATC can receive full amount of Test Fee which would have been received if no deduction or withholding had been required.
Test Fee. 3-1 In full and complete consideration for each ATC Testing rendered by ATC, Adopter shall pay Test Fee to ATC by remitting Test Fee to the bank account separately designated by ATC by the payment due date set forth in the relevant Work Order. Adopter hereby acknowledges and agrees that the Price List, including the price of each item of the ATC Testing therein, may be changed by ATC at its sole discretion without notice. If the Price List is so changed, ATC will make reasonable effort to provide Adopter with a new Price List.
3-2 Test Fee shall be paid net of any present or future tax, assessment, or government or bank charge. Adopter shall gross up Test Fee, if necessary, so that after deducting or withholding any applicable tax, assessment or charge, ATC can receive full amount of Test Fee which would have been received if no deduction or withholding had been required.
3-3 Without prejudice to any other rights and remedies ATC may have under any applicable law and/or this Agreement, in the event of late payment by Adopter, ATC shall be entitled to interest on the amount owing at a rate of zero point five percent (0.5%) per month or the highest rate allowed by applicable law, whichever is less, compounded on a daily basis from the due date of payment until the date of actual payment.
3-4 Adopter’s failure to pay any fees due in accordance with the terms of this Agreement shall be deemed a material breach of this Agreement and ATC, without prejudice to any other rights and remedies ATC may have under any applicable law and/or this Agreement including its right to terminate this Agreement, reserves the right to immediately stop providing any or all of the services including the ATC Testing under this Agreement during such period when the applicable Test Fees remain outstanding.
4-1 Each Party shall keep Confidential Information received from the other Party in confidential and shall not disclose or divulge any part of such Confidential Information to any third party without prior written approval from the other Party. Each Party shall not use any Confidential Information received from the other Party for any purpose other than the exercise and performance of such receiving Party’s rights and obligations under this Agreement.
4-2 The foregoing obligations on the Confidential Information shall not apply to any information that a Party can prove;
(i) becomes or has become generally known to the public without such Party’s breach hereof or unlawful act;
(ii) i...
Test Fee. It shall be Customer’s responsibility to calculate the Test Fee owed to Illumina on a [*] basis, and provide payment for such Test Fees in accordance with Exhibit A to Illumina no later than [*]. Each such [*] payment shall be accompanied by a written report that states (1) the number of tests performed during the applicable [*], (2) the total of the actual amounts charged by Customer for all tests performed [*], and (3) the total of the actual amount(s) received by Customer [*] for tests performed [*]. The first Test Fee report and Test Fee payment shall be made [*] in which a Test Fee is due to Illumina in accordance with Exhibit A [*]. Customer shall maintain its books and records relating to services for which a Test Fee is applicable for [*], wherein such books and records shall, at minimum, include (i) each test performed and the date of performance, (ii) the amount charged by Customer for each test, (iii) the amount received by Customer for each test and the date each such payment was received, and (iv) whether the test was performed using only Illumina Instruments (including instruments permitted to be used under Section 9), and (v) whether the test was performed in duplicate (or more) in accordance with Section 2(c). Illumina shall have the right to have an independent auditor audit such books and records [*] during the Term and [*] following the Term, during business hours [*], to confirm accuracy of such Test Fee reports and payments. Any overpayments or underpayments shall be paid by the applicable Party by refund or payment, respectively, within [*]. In addition to all other remedies available to Illumina under this Agreement and at law and in equity, Customer shall be responsible for paying for, or reimbursing Illumina for, the costs of any audit that reveals an underpayment of Test Fees of [*] the amount that should have been paid for the period subject to the audit. Prior to conducting any audit pursuant to this Section 11(a), Illumina agrees to cause its auditor to sign any privacy or confidentiality agreement required under applicable law or otherwise reasonably requested by Customer in connection with the audit.
Test Fee. 3.1. The Test Fee during the Term shall be Cambridge ESOL’s prevailing market rates for the territory within which the Direct Customer operates and as advised by Cambridge ESOL from time-to-time.
3.2. Notwithstanding clause 3.1 where any discounted Test Fee rates have been negotiated and expressly approved by Cambridge ESOL in writing such discounted rates will apply to Tests provided under this Agreement for so long as such discounted rates are valid.
3.3. Pursuant to HM Revenue and Customs Reference: Notice 701/30 section 7 (Examination services) (January 2002) Educational and Vocational Training this license is not a taxable supply. In the event that this statement should be shown to be incorrect all payments due hereunder shall be deemed to be exclusive of VAT which shall be due and payable within 14 days written notice of the same. The Direct Customer shall comply with all applicable local laws and regulations of its jurisdiction including, without limitation, the Direct Customer shall pay any taxes including those applicable to the Cambridge Placement Test or to Cambridge ESOL.
3.5. This Agreement covers the Cambridge Placement Test in whatever format, mode of delivery or language, it exists. This Agreement does not cover the development of any further functionality required specifically by the Direct Customer, which shall be covered in separate agreements.
