26.13  Set off

The Service Provider shall not be entitled to retain or set off any amount due to the Authority by it, but the Authority may retain or set off any amount owed to it by the Service Provider under this Contract which has fallen due and payable against any amount due to the Service Provider under this Contract.  Provided that:

(a)  if the payment or deduction of any amount referred to above is disputed then any undisputed element of that amount shall be paid and the disputed element shall be dealt with in accordance with the Dispute Resolution Procedure;

(b)  except where expressly stated otherwise, the Authority is not entitled to set-off any amount against any payment of termination compensation (whether payable as a lump sum or in instalments) under clause 31.4(b)(i) (Uninsurable Risks), clause 41.1 (Voluntary Termination by the Authority), clause 41.9 (Termination by Authority for breach of Refinancing Provisions), clause 41.10 (Authority Termination on an Authority Break Point Date), clause 43.1 (Authority Default), clause 42.7 (Termination for Corrupt Gifts and Fraud), clause 44 (Termination following a Force Majeure Event) (as calculated in accordance with Schedule 13, (Compensation on Termination)) save to the extent that after such an amount has been set-off, the Authority Default Termination Sum or the Termination Sum would be an amount greater than or equal to the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount, as the case may be, at that time.