Where:
12.3.1 this Agreement commences part way through the accounting year (being each year commencing 1 April or as otherwise agreed); or
12.3.2 this Agreement and/or the Project Agreement is terminated or expires part way through the accounting year;
then the amount to be paid by the Company in respect of that year will be adjusted pro rata by reference to the number of days in that year in which services are provided under the Project Agreement, as the case may be, compared to the number of days in that year and, in the case of Clause 12.3.2 the Authority shall repay the Company any excess paid to the Authority by the Company within twenty (20) Business Days of such termination.