Charges and Method of Payment3.1 Charges for the Services will be determined by Moody’s principally on the basis of its hourly rates for each of its partners and employees and will be set out in its invoices relating to the Services. If so requested by the Client, Moody’s shall provide to the Client details of the time spent by each employee in providing the Services and their hourly rates. Whilst Moody’s considers that estimate to be realistic (on the basis of the assumptions made), should the assumptions become incorrect, the estimate may be exceeded by agreement between Moody’s and the Client in relation to the Services which, at the relevant time, remain to be provided under this Agreement. 3.2 If the bond issue is completed, Moody’s and the Client expect that the charges for the Services (and disbursements, expenses and Russian VAT) will be deducted from, and paid to Moody’s out of, the foreign currency proceeds of the bond issue and otherwise in accordance with this Clauses 3.1, 3.3 - 3.8. If the bond issue is not completed, the charges for the Services shall be paid in accordance with this Clauses 3.1, 3.3 - 3.8. 3.3 Moody’s shall issue an invoice in respect of the Services to the Client as contemplated by Clause 3.2. 3.4 Charges for Services exclude any applicable Russian VAT which shall be indicated separately on the invoice. 3.5 Acceptance by the Client of the Services (and disbursements, expenses and Russian VAT) shall be evidenced by the execution of an act of transfer and acceptance of the Services (and disbursements, expenses and Russian VAT), a form of which is attached as the Annex (an Act). An Act shall be issued by Moody’s at the same time as the issue of the invoice in respect of the Services. 3.6 Payment for Services shall be made in foreign currency or, if expressly agreed between the parties, in roubles according to the exchange rate established by the Central Bank of the Russian Federation on the business day immediately preceding the date of payment for the Services as published in the Izvestia newspaper. The currency of payment for the Services shall be specified on the invoice or as expressly agreed by the parties. 3.7 The Client shall pay for the Services within 30 calendar days following the date of issue of the invoice and Act by Moody’s. Any disputes in relation to the amount of payment or the Services themselves shall be resolved in accordance with the procedure envisaged by Clause 9.2. In the event of any such dispute the relevant payment shall be made within 30 calendar days from the date of the court decision comes into force in relation to that dispute. 3.8 Payments for Services shall be made by way of bank transfer to Moody’s account as specified in the invoice or as expressly agreed by the parties. 3.9 In the event of a delay in payment for the Services of more than 30 calendar days, Moody’s may add to the Client’s invoice a penalty of 0.01% of the total charge for the Services for every day of the delay.
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