34.2 The provisions of this Clause 34.2 apply to the issue of invoices by Project Co under this Agreement:
34.2.1 On or before the [ ] day of each Contract Month Project Co shall submit to the Authority an invoice ("Monthly Invoice") aggregating the following:
(a) the Monthly Service Payment for that Contract Month, calculated in accordance with Section 2 (Calculation of Service Payments) of Schedule Part 14 (Payment Mechanism);
(b) adjustments to reflect previous over-payments and/or under-payments (each adjusted stated separately);
(c) any other amounts due by one party to the other (and where owed by Project Co showing as a negative figure);
(d) any VAT payable in respect of the above amounts;
(e) any amounts owed to Project Co to take account of an Equal Pay Adjustment in accordance with Clause 25.26;
(f) as a negative figure, in respect of the Monthly Invoice issued during the final Contract Month only, an amount equivalent to twice the monthly average of the Deductions incurred in the previous six Contract Months ("Estimated Deductions"),
and setting out the date of the invoice, the due date for payment of the invoice and the account to which payment is to be made together with supporting information that clearly sets out the derivation and calculation of amounts referred to in the Monthly Invoice.
34.2.2 Subject to Clauses 34.2.3 and 34.3 and the submission of the supporting information referred to in Clause 34.2.1, where a Monthly Invoice shows a net amount owed by the Authority to Project Co, the Authority shall pay the amount of the Monthly Invoice within [ ] Business Days of its submission and delivery of a valid VAT invoice in respect thereof. Where a Monthly Invoice shows a net amount owed by Project Co to the Authority, Project Co shall pay that amount to the Authority within [ ] Business Days of the Monthly Invoice or, at the option of the Authority, carry forward that amount to the next Monthly Invoice to reduce amounts which would otherwise be owed by the Authority to Project Co.
34.2.3 Within 10 Business Days of the Expiry Date, Project Co shall provide to the Authority a Performance Monitoring Report in respect of the final two Contract Months. If the Deductions incurred in the final two Contract Months exceed the Estimated Deductions, Project Co shall pay to the Authority an amount equal to the excess within [ ] Business Days of receipt of an invoice therefor. If the Estimated Deductions exceed the Deductions incurred in the final two Contract Months the Authority shall pay to Project Co an amount equal to the excess within [ ] Business Days of receipt of an invoice therefor.
34.2.4 On or before the [ ] day of each Contract Month Project Co shall submit to the Authority a Monthly Service Report in respect of the immediately preceding Contract Month. The Monthly Service Report shall set out, in respect of the immediately preceding Contract Month:
(a) details of each and the aggregate amount of all Deductions incurred in relation to Performance Failures;
(b) details of each and the aggregate amount of all Deductions incurred in relation to Availability Failures;
(c) other information detailed in Schedule Part 12 (Service Requirements).
34.2.5 The parties shall endeavour to agree the contents of a Monthly Service Report within ten (10) Business Days of its submission in accordance with Clause 34.2.4, failing which either party may refer the matter to the Dispute Resolution Procedure.