demonstrating that any expenditure that has been avoided, for example which would have been required under the provisions of Clause 14 (Continuous Improvement), has been taken into account in amending the Call Off Contract Charges. Any change in the Call Off Contract Charges or relief from the Supplier's obligations resulting from a Specific Change in Law than as referred to in Clause 18.2.1(b)) shall be implemented in accordance with the Variation Procedure. DISTRESS This Clause 19 applies only where the Customer has stipulated such on the Order Form during a Call for Competition Procedure. The Parties shall comply with the provisions of Call Off Schedule 5 (Financial Distress) in relation to the assessment of the financial standing of the Supplier and the consequences of a change to that financial standing. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS OFF CONTRACT CHARGES AND PAYMENT Call Off Contract Charges In consideration of the Supplier carrying out its obligations under this Call Off Contract, including the provision of the Services, the Customer shall pay the undisputed Call Off Contract Charges in accordance with the pricing and payment profile and the invoicing procedure in Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing). Except as otherwise provided, each shall each bear its own costs and expenses incurred in respect of compliance with its obligations under Clauses 8 (Testing) (if applicable), 17 (Records, Audit Access and Open Book Data), 30.6 (Freedom of Information), 30.7 (Protection of Personal Data). If the Customer fails to pay any undisputed Call Off Contract Charges properly invoiced under this Call Off Contract, the Supplier shall have the right to charge interest on the overdue amount at the applicable rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. VAT The Call Off Contract Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a Valid Invoice. The Supplier shall indemnify the Customer on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on or from the Customer at any time (whether before or after the making of a demand pursuant to the
demonstrating that any expenditure that has been avoided, for example which would have been required under the provisions of Clause 14 (Continuous Improvement), has been taken into account in amending the Call Off Contract Charges. Any change in the Call Off Contract Charges or relief from the Supplier's obligations resulting from a Specific Change in Law than as referred to in Clause 18.2.1(b)) shall be implemented in accordance with the Variation Procedure. DISTRESS This Clause 19 applies only where the Customer has stipulated such on the Order Form during a Call for Competition Procedure. The Parties shall comply with the provisions of Call Off Schedule 5 (Financial Distress) in relation to the assessment of the financial standing of the Supplier and the consequences of a change to that financial standing. PAYMENT, TAXATION AND VALUE FOR MONEY PROVISIONS OFF CONTRACT CHARGES AND PAYMENT Call Off Contract Charges In consideration of the Supplier carrying out its obligations under this Call Off Contract, including the provision of the Services, the Customer shall pay the undisputed Call Off Contract Charges in accordance with the pricing and payment profile and the invoicing procedure in Call Off Schedule 3 (Call Off Contract Charges, Payment and Invoicing). Except as otherwise provided, each shall each bear its own costs and expenses incurred in respect of compliance with its obligations under Clauses 8 (Testing) (if applicable), 17 (Records, Audit Access and Open Book Data), 30.6 (Freedom of Information), 30.7 (Protection of Personal Data). If the Customer fails to pay any undisputed Call Off Contract Charges properly invoiced under this Call Off Contract, the Supplier shall have the right to charge interest on the overdue amount at the applicable rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. VAT The Call Off Contract Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a Valid Invoice. The Supplier shall indemnify the Customer on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on or from the Customer at any time (whether before or after the making of a demand pursuant to the
RM3825%20DPS%20Call%20Off%20Terms%20v6.1_1.docx