Payment and Overdue Invoices

1. Scope and payment dates

This clause applies to every invoice issued by Nullshift Development Ltd (“Nullshift”) under the agreement incorporating these terms, including project fees, recurring service charges, additional work and agreed third-party costs.

The Client must pay each invoice in cleared funds by the payment deadline agreed in the applicable Order Form, proposal or other written agreement. The invoice must reflect that deadline. Where no deadline has been agreed, payment is due within 14 calendar days of receiving a valid invoice. Any expressly agreed requirement for payment in advance continues to apply.

2. Invoice queries

The Client must notify Nullshift promptly in writing of any genuine invoice dispute, identifying the amount disputed and the reasons. The parties will work reasonably to resolve the dispute. Any undisputed balance remains payable by its original due date. Raising a dispute does not itself establish that the disputed amount is not owed.

3. Late-payment interest and recovery costs

Where the Late Payment of Commercial Debts (Interest) Act 1998 applies, Nullshift reserves its right to claim:

• —Statutory simple interest, accruing daily from the day after the applicable payment deadline until payment, at the rate prescribed by law—currently eight percentage points per year above the applicable Bank of England reference rate.
• —Fixed compensation for each qualifying debt: £40 for debts below £1,000; £70 for debts of £1,000 to £9,999.99; and £100 for debts of £10,000 or more.
• —Reasonable debt-recovery costs to the extent they exceed the fixed compensation and are recoverable by law.

Fixed compensation is charged once per qualifying debt, not once per reminder. Nullshift will not recover the same interest or costs twice.

4. Suspension for non-payment

If an undisputed amount remains overdue, Nullshift may suspend its services or further delivery under the affected Order Form after giving the Client at least seven calendar days’ written notice to pay.

The notice must identify the outstanding amount, the payment deadline and the services or delivery that may be suspended. Suspension may include development, support and hosting expressly supplied by Nullshift under that Order Form.

Suspension does not affect the Client’s ownership of previously paid-for deliverables or authorise interference with infrastructure owned and operated by the Client. Obligations concerning confidentiality, data security and the lawful return of data continue to apply.

5. Consequences and resumption

Delivery dates will be reasonably adjusted to reflect a lawful suspension and the time reasonably needed to restart work.

During suspension, charges may continue only for services still provided or made available and agreed, unavoidable third-party costs. Nullshift will resume suspended services as soon as reasonably practicable after receiving the overdue undisputed payment or agreeing a payment arrangement in writing.

6. Continued non-payment

Where an undisputed amount remains unpaid more than 30 calendar days after its due date, Nullshift may terminate the affected Order Form by further written notice, provided the Client has first received at least 14 calendar days’ written notice warning of termination and an opportunity to pay.

Termination does not cancel amounts already owed. Fees for work performed, services supplied and agreed non-cancellable commitments remain payable, together with any lawful interest and recovery costs. Future fees do not become payable merely because of termination.

7. Notices and payment arrangements

Notices under this clause must comply with the agreement’s notice provisions or, where none exist, be delivered in writing to the Client’s nominated billing contact.

Any extension or instalment arrangement must be agreed in writing and applies only to the invoices identified. Allowing extra time on one occasion does not automatically extend another invoice’s payment deadline.