Finances

1.10.1 Terms of Payment and Service Credits and Debits

(a) In consideration of the Services and subject to the provisions of this Agreement and of the SLA, the NeGD shall pay the Partner Agency for the Services rendered in pursuance of this agreement, in accordance with the Terms of Payment Schedule set out in this Agreement.

116 | P a g e (b) All payments are subject to the application of service credits and debits as

may be provided for in the SLA as mentioned in Part I of the RFP. .NeGD may also calculate a financial sum and debit the same against the terms of payment as a result of the failure of the Partner Agency to meet the Service Level as defined in SLA.

(c) Save and except as otherwise provided for herein or as agreed between the Parties in writing, the NeGD shall not be required to make any payments in respect of the Services (or, without limitation to the foregoing, in respect of the Partner Agency performance of any obligations under this Agreement or the SLA) other than those covered in in Part I of this RFP.

1.10.2 Invoicing and Settlement

(a) Subject to the specific terms of the SLA, the Partner Agency shall submit its invoices in accordance with the following principles:

i. NeGD shall be invoiced by the Partner Agency for the Services. Generally and unless otherwise agreed in writing between the Parties or expressly set out in the SLA, the Partner Agency shall raise an invoice along with necessary approvals as per Schedule VI of this Agreement on quarterly basis; and

ii. Any invoice presented in accordance with this Article shall be in a form agreed with the NeGD.

(b) The Partner Agency alone shall invoice all payments after receiving due approval from the competent authority. Such invoices shall be accurate and incorporate all adjustments to or changes in the terms of payment as stated in Schedule V of this Agreement. The Partner Agency shall waive any charge for a Service that is not invoiced within six months after the end of the month in which the charge relating to such Service is authorized or incurred, whichever is later.

117 | P a g e (c) Payment shall be made on a quarterly basis after the receipt of invoice along

with supporting documents by the NeGD subject to penalties. The penalties are imposed on the PARTNER AGENCY as per the SLA criteria specified in this RFP.

(d) NeGD shall be entitled to delay or withhold payment of any invoice or part of it delivered by the Partner Agency under Schedule V of this Agreement where NeGD disputes/ withholds such invoice or part of it provided that such dispute is bona fide. The withheld amount shall be limited to that which is in dispute. Any exercise by NeGD under this Clause shall not entitle the Partner Agency to delay or withhold provision of the Services under any circumstance whatsoever.

(e) NeGD shall be entitled to delay or withhold payment of any invoice or part of it delivered by the Partner Agency under Schedule V of this Agreement where it disputes any previous invoice or part of it that it had not previously disputed provided that such dispute is bona fide. The withheld amount shall be limited to that which is the disputed amount. Any recourse by NeGD to its rights under this Clause shall not entitle the Partner Agency to delay or withhold provision of the Services under any circumstances whatsoever.

(f) The Partner Agency shall pay all its sub-contractors in a timely fashion so as not to prejudice the Project.

1.10.3 Tax

(a) NeGD or its nominated agencies shall be responsible for deducting/ withholding taxes from the amounts due and payable to the Partner Agency wherever applicable. The Partner Agency shall pay for all other taxes in connection with this Agreement, SLA, scope of work and any other engagement required to be undertaken as a part of this Agreement, including, but not limited to, property, sales, use, excise, value-added, goods

118 | P a g e and services, consumption and other similar taxes or duties.

(b) NeGD or its nominated agencies shall provide Partner Agency with the original tax receipt of any withholding taxes paid by NeGD or its nominated agencies on payments under this Agreement. The Partner Agency agrees to reimburse and hold NeGD or its nominated agencies harmless from any deficiency including penalties and interest relating to taxes that are its responsibility under this paragraph. For purposes of this Agreement, taxes shall include taxes incurred on transactions between and among NeGD or its nominated agencies, the Partner Agency and third party subcontractors.

(c) In the event of any increase or decrease of the rate of taxes due to any statutory notification/s during the Term of the Agreement the consequential effect shall be to the account of the Partner Agency.

(d) The Parties shall cooperate to enable each Party to accurately determine its own tax liability and to minimize such liability to the extent legally permissible. In connection therewith, the Parties shall provide each other with the following:

a. any resale certificates;

b. any relevant information regarding out-of-state or use of materials, equipment or services; and

c. Any direct pay permits, exemption certificates or information reasonably requested by the other Party.