Common use of Pricing and Invoicing Clause in Contracts

Pricing and Invoicing. The Service Provider must invoice SARS for Services rendered according to the pricing schedule accepted by SARS, attached hereto as Annexure B. The initial management fee payable monthly in terms of this Agreement shall be fixed at R (TO BE ADDED) per month based on an agreed Base Volume of (TO BE ADDED) transactions. The management fee will be subject to review on a quarterly basis based on actual travel volumes. The amounts set forth in Annexure B are all inclusive, including Value-Added Tax, and payable in South African Rand (ZAR). The Service Provider shall not be entitled to any additional fees or charges, including expenses, of whatsoever nature. All payments required to be made by SARS to the Service Provider for travel outside of the Republic of South Africa, Lesotho, Namibia and Swaziland shall be subject to exchange control approval by the South African Reserve Bank. The Service Provider shall maintain complete and accurate records of all amounts billed to and payments made by SARS under this Agreement (including Travel Expenses) in accordance with generally accepted accounting principles. The Service Provider agrees to provide SARS with any information in respect of each invoice, as may be requested by SARS to verify accuracy and compliance with the provisions of this Agreement. The Service Provider must verify that each invoice is complete and accurate, and that it conforms to the requirements of this clause before issuing the invoice to SARS. The Service Provider must submit all invoices to the Travel Manager and where requested to do so by the Travel Manager, send copies to other SARS officials. Subject to clause 11.1, SARS shall pay undisputed amounts in an invoice owed to the Service Provider within thirty (30) days after SARS receives such invoice, if the invoice is accurate and meets the requirements of this Agreement. Should SARS query an item in an invoice, the Service Provider must, within two (2) days after a written request by SARS, provide SARS with any other documentation or information reasonably required by SARS in order to verify the accuracy of amounts indicated in an invoice. SARS may withhold, deduct or set off from any monies due and owing to the Service Provider in terms of this Agreement, an amount equal to the amount of any outstanding claims that SARS may have against the Service Provider for damages, costs or any other indebtedness arising out of this Agreement: Provided that SARS will provide the Service Provider with written notice of its intention to offset, supported by reasonable detail of the actual damages, costs or indebtedness incurred and sought to be offset by SARS. A certificate of indebtedness signed by the Chief Financial Officer of SARS reflecting the amount due and payable under clause 10.10 above shall be sufficient and conclusive proof of the contents and correctness thereof for the purposes of withholding, deduction or set off by SARS or for provisional sentence, summary judgment or any other proceedings against the Service Provider in a court of law and shall be valid as a liquid document for such purposes. DISPUTED CHARGES AND INVOICING ERRORS SARS may withhold payment of fees that SARS disputes in good faith or, if the disputed fees have already been paid, SARS may withhold an equal amount from a subsequent payment, including disputes in respect of an error in an invoice or an amount paid. If SARS withholds any such amount- SARS shall promptly notify the Service Provider that it is disputing such amount, providing a reasonable explanation of the rationale therefore and the Parties shall promptly first address such dispute in accordance with this clause 11; If the dispute relates to (or equals in the case of disputed amounts that have already been paid) only a percentage of the invoiced amount, then SARS shall pay the undisputed amount in accordance with clause 10.8 above; and If an invoice is identified as incorrect, then the Service Provider shall either issue a correct invoice if the amount has not yet been paid, or make a correction on the next invoice if the amount has been paid. Any dispute arising in terms of clause 11.1 above and which remains unresolved for five (5) Business Days after it has arisen, shall be referred by either Party to SARS’ Senior Manager: Contract Manager and the Service Provider’s Account Manager or their designees for resolution. The SARS Senior Manager: Contract Management and the Service Provider’s Account Manager or their designees shall meet within five (5) Business Days of the referral of the dispute to resolve such dispute. In the event that the dispute remains unresolved after seven (7) days of its referral to the persons mentioned in clause 11.3, either Party shall be entitled to refer the dispute for resolution in accordance with the provisions of clause 19 below: Provided that clause 19 will not apply to disputes contemplated in this clause 11.

Pricing and Invoicing. The Service Provider must invoice SARS for Services rendered according to the annual brokerage fees in the pricing schedule accepted by SARS, attached hereto as Annexure B. The initial management fee payable monthly in terms of this Agreement A. In addition, SARS shall be fixed at R (TO BE ADDED) per month based on an agreed Base Volume of (TO BE ADDED) transactions. The management fee will be subject to review on a quarterly basis based on actual travel volumes. The amounts set forth in Annexure B are all inclusive, including Value-Added Tax, and payable in South African Rand (ZAR). The Service Provider shall not be entitled to any additional fees or charges, including expenses, of whatsoever nature. All payments required to be made by SARS to pay the Service Provider the total premium amount quoted by insurance underwriters and accepted by SARS in writing for travel outside a financial year. Subject to clause 6.3 below, no other fee or cost will be covered by SARS apart from the pricing reflected in Annexure A and the aforementioned premium amount. In the event it becomes necessary for the Service Provider to, following the occurrence of an insured event, for the Republic account of South AfricaSARS, Lesothoengage a third party supplier at a cost not herein covered, Namibia the Service Provider must first seek a written mandate from SARS to so engage the supplier and Swaziland shall be subject incur such costs. Provided that SARS reserves the right to exchange control approval by request the South African Reserve BankService Provider to source quotations from different suppliers to ensure that SARS secures the underlying service at the best available rate / cost. The annual brokerage fees will be divided into twelve (12) equal monthly payments per annum, and the Service Provider shall maintain complete and accurate records of all amounts billed to and payments made by must invoice SARS under this Agreement monthly on the first (including Travel Expenses1st) in accordance with generally accepted accounting principles. The Service Provider agrees to provide SARS with any information in respect of each invoicemonth, for the duration of this Agreement. Each invoice must contain- the total fees payable by SARS; and any such details as may be reasonably requested by SARS from time to verify accuracy and compliance with the provisions of this Agreementtime. The Service Provider must verify that each invoice is complete and accurate, and that it conforms to the requirements of this clause before issuing the invoice to SARS. In addition, the Service Provider must attach the invoices of suppliers contemplated in clause 6.3 above to an invoice the Service Provider submits to SARS for payment. The Service Provider must submit all invoices to the Travel Manager Designated Representative and where requested to do so by the Travel ManagerDesignated Representative, send copies to other SARS officials. Subject to clause 11.17.1 below, SARS shall pay undisputed amounts in an invoice owed to the Service Provider within thirty (30) days after SARS receives such invoice, if the invoice is accurate and meets the requirements of this Agreement. Should SARS query an item in an invoice, the Service Provider must, within two (2) days after a written request by SARS, provide SARS with any other documentation or information reasonably required by SARS in order to verify the accuracy of amounts indicated in an invoice. SARS may withhold, deduct or set off from any monies due and owing to the Service Provider in terms of this Agreement, an amount equal to the amount of any outstanding claims that SARS may have against the Service Provider for damages, costs or any other indebtedness arising out of this Agreement: Provided that SARS will provide the Service Provider with written notice of its intention to offset, supported by reasonable detail of the actual damages, costs or indebtedness incurred and sought to be offset by SARS. A certificate of indebtedness signed by the Chief Financial Officer of SARS reflecting the amount due and payable under clause 10.10 6.9 above shall be sufficient and conclusive proof of the contents and correctness thereof for the purposes of withholding, deduction or set off by SARS or for provisional sentence, summary judgment or any other proceedings against the Service Provider in a court of law and shall be valid as a liquid document for such purposes. DISPUTED CHARGES AND INVOICING ERRORS SARS may withhold payment of fees that SARS disputes in good faith or, if the disputed fees have already been paid, SARS may withhold an equal amount from a subsequent payment, including disputes in respect of an error in an invoice or an amount paid. If SARS withholds any such amount- SARS shall promptly notify the Service Provider that it is disputing such amount, providing a reasonable explanation of the rationale therefore and the Parties shall promptly first address such dispute in accordance with this clause 117; If the dispute relates to (or equals in the case of disputed amounts that have already been paid) only a percentage of the invoiced amount, then SARS shall pay the undisputed amount in accordance with clause 10.8 6.7 above; and If an invoice is identified as incorrect, then the Service Provider shall either issue a correct invoice if the amount has not yet been paid, or make a correction on the next invoice if the amount has been paid. Any dispute arising in terms of clause 11.1 7.1 above and which remains unresolved for five (5) Business Days after it has arisen, shall be referred by either Party to SARS’ Senior Manager: Contract Manager Management and the Service Provider’s Key Account Manager or their designees for resolution. The SARS Senior Manager: Contract Management and the Service Provider’s Key Account Manager or their designees shall meet within five (5) Business Days of the referral of the dispute to resolve such dispute. In the event that the dispute remains unresolved after seven (7) days of its referral to the persons mentioned in clause 11.37.3, either Party shall be entitled to refer the dispute for resolution in accordance with the provisions of clause 19 16 below: Provided that clause 19 16.1 below will not apply to disputes contemplated in this clause 117. PRINCIPLES GOVERNING SERVICE LEVELS Service Levels List Annexure B lists Service Levels that will apply to the performance of the Services. The Service Provider shall comply with the prescribed Service Levels as of the Commencement Date.

Pricing and Invoicing. The Service Provider must invoice SARS for Services rendered according to the pricing schedule accepted by SARS, attached hereto as “Annexure B. The initial management “A”. Apart from the pricing reflected in Annexure A, no other fee payable monthly in terms of this Agreement shall be fixed at R (TO BE ADDED) per month based on an agreed Base Volume of (TO BE ADDED) transactions. The management fee or cost will be subject to review on a quarterly basis based on actual travel volumes. The amounts set forth in Annexure B are all inclusive, including Value-Added Tax, and payable in South African Rand (ZAR)covered by SARS. The Service Provider shall not be entitled to any additional must invoice SARS for Services rendered per Service Request. Each invoice must contain- a full description of the Services rendered; cost per deliverable; the total fees or charges, including expenses, of whatsoever nature. All payments required to be made incurred; a document depicting sign-off by SARS to on the Service Provider for travel outside of the Republic of South Africa, Lesotho, Namibia pertinent Deliverables; and Swaziland shall be subject to exchange control approval by the South African Reserve Bank. The Service Provider shall maintain complete and accurate records of all amounts billed to and payments made by SARS under this Agreement (including Travel Expenses) in accordance with generally accepted accounting principles. The Service Provider agrees to provide SARS with any information in respect of each invoice, such details as may be reasonably requested by SARS from time to verify accuracy and compliance with the provisions of this Agreementtime. The Service Provider must verify that each invoice is complete and accurate, and that it conforms to the requirements of this clause before issuing the invoice to SARS. The Service Provider must submit all invoices to the Travel Manager Designated Representative and where requested to do so by the Travel ManagerDesignated Representative, send copies to other SARS officials. Subject to clause 11.18.1 below, SARS shall pay undisputed amounts in an invoice owed to the Service Provider within thirty (30) days after SARS receives such invoice, if the invoice is accurate and meets the requirements of this Agreement. Should SARS query an item in an invoice, the Service Provider must, within two (2) days after a written request by SARS, provide SARS with any other documentation or information reasonably required by SARS in order to verify the accuracy of amounts indicated in an invoice. SARS may withhold, deduct or set off from any monies due and owing to the Service Provider in terms of this Agreement, an amount equal to the amount of any outstanding claims that SARS may have against the Service Provider for damages, costs or any other indebtedness arising out of this Agreement: Provided that SARS will provide the Service Provider with written notice of its intention to offset, supported by reasonable detail of the actual damages, costs or indebtedness incurred and sought to be offset by SARS. A certificate of indebtedness signed by the Chief Financial Officer of SARS reflecting the amount due and payable under clause 10.10 Clause 7.8 above shall be sufficient and conclusive proof of the contents and correctness thereof for the purposes of withholdingwith-holding, deduction or set off by SARS or for provisional sentence, summary judgment or any other proceedings against the Service Provider in a court of law and shall be valid as a liquid document for such purposes. If the Service Provider fails to perform the Services within the specifications or turnaround times specified in this Agreement, or a Service Request due to reasons solely attributable to the Service Provider, SARS shall, without prejudice to its other remedies under this Agreement, be entitled to deduct, as a penalty, for non-performance, delayed performance or defective performance, an amount of up to ten percent (10%) of the amount due to the Service Provider in the succeeding invoice due and payable to the Service Provider: Provided that SARS will provide the Service Provider with written notice of its intention to so deduct, supported by reasonable detail of the actual penalty levied. A penalty is a non-performance, delayed performance or defective performance fee, and is payable regardless of the fact that the Service Provider ultimately delivers the pertinent performance. DISPUTED CHARGES AND INVOICING ERRORS SARS may withhold payment of fees that SARS disputes in good faith or, if the disputed fees have already been paid, SARS may withhold an equal amount from a subsequent payment, including disputes in respect of an error in an invoice or an amount paid. If SARS withholds any such amount- SARS shall promptly notify the Service Provider that it is disputing such amount, providing a reasonable explanation of the rationale therefore and the Parties shall promptly first address such dispute in accordance with this clause 118 of this Agreement; If the dispute relates to (or equals in the case of disputed amounts that have already been paid) only a percentage of the invoiced amount, then SARS shall pay the undisputed amount in accordance with clause 10.8 7.6 above; and If an invoice is identified as incorrect, then the Service Provider shall either issue a correct invoice if the amount has not yet been paid, or make a correction on the next invoice if the amount has been paid. Any dispute arising in terms of clause 11.1 8.1 above and which remains unresolved for five (5) Business Days after it has arisen, shall be referred by either Party to SARS’ Senior Manager: Contract Manager the SARS Head of Procurement and the Service Provider’s Key Account Manager or their designees for resolution. The SARS Senior ManagerHead: Contract Management Procurement and the Service Provider’s Key Account Manager or their designees shall meet within five (5) Business Days of the referral of the dispute to resolve such dispute. In the event that the dispute remains unresolved after seven (7) days of its referral to the persons mentioned in clause 11.38.3 above, either Party shall be entitled to refer the dispute for resolution in accordance with the provisions of clause 19 16.2 below: Provided that clause 19 16.1 will not apply to disputes contemplated in this clause 11clause. THIRD PARTY COOPERATION As part of the Services, where appropriate and when requested by SARS to do so, the Service Provider shall provide full co-operation to any third party that might be contracted by SARS on the same or related engagement or for purposes contemplated in Clause 6.1.4 above, to the extent that the co-operation does not create a conflict of interests, breach of professional ethics or compromise the Service Provider’s Intellectual Property rights or interests. It is, however, agreed that the relationship between the Service Provider and any such third party will not constitute an alliance or partnership and that neither the Service Provider nor the third party will be required to perform quality checks on the work of the other party, except where the third party is appointed for purposes contemplated in Clause 6.1.4 above.

Pricing and Invoicing. The Subject to clause 7.2 below, the Service Provider must invoice SARS for Services rendered according to the pricing schedule accepted by SARS, attached hereto as “Annexure B. The initial management fee payable monthly A”. As contemplated in terms the RFP, transportation of this Agreement shall be fixed at R delegates or support staff (NOTE: TO SELECT ONE AS MAY BE ADDEDAPPLICABLE DEPENDING ON CATEGORY) per month based on an agreed Base Volume of (TO BE ADDED) transactions. The management fee charges relating to the Services costs will be subject to review on a quarterly basis based on actual travel volumes. The amounts set forth in Annexure B are all inclusive“pay per use basis”; and to this end, including Value-Added Tax, and payable in South African Rand (ZAR). The Service Provider shall not be entitled to any additional fees or charges, including expenses, of whatsoever nature. All payments required to be made by SARS to the Service Provider for travel outside must keep a log of trips, which log must be submitted with the Republic of South Africa, Lesotho, Namibia and Swaziland shall Service Provider’s invoice. No other fee or cost will be subject to exchange control approval by the South African Reserve Bank. The Service Provider shall maintain complete and accurate records of all amounts billed to and payments made covered by SARS under this Agreement (including Travel Expenses) apart from the pricing reflected in accordance with generally accepted accounting principles. The Service Provider agrees to provide Annexure A. As an Organ of State, SARS with does not pay fees upfront or make any information in respect of each invoice, as may be requested by SARS to verify accuracy and compliance with the provisions of this Agreementadvance payments. The Service Provider must verify that each invoice is complete and accurate, and that it conforms to the requirements of this clause before issuing the invoice to SARSdetailed project plan. The Service Provider must submit all invoices to the Travel Manager Designated Representative and where requested to do so by the Travel ManagerDesignated Representative, send copies to other SARS officials. Subject to clause 11.18.1 below, SARS shall pay undisputed amounts in an invoice owed to the Service Provider within thirty (30) days after SARS receives such invoice, invoice if the invoice is accurate and meets the requirements of this Agreement. Should SARS query an item in an invoice, the Service Provider must, within two (2) days after a written request by SARS, provide SARS with any other documentation or information reasonably required by SARS in order to verify the accuracy of amounts indicated in an invoice. SARS may withhold, deduct or set off from any monies due and owing to the Service Provider in terms of this Agreement, an amount equal to the amount of any outstanding claims that SARS may have against the Service Provider for damages, costs or any other indebtedness arising out of this Agreement: Provided that SARS will provide the Service Provider with written notice of its intention to offset, supported by reasonable detail of the actual damages, costs or indebtedness incurred and sought to be offset by SARS. A certificate of indebtedness signed by the Chief Financial Officer of SARS reflecting the amount due and payable under clause 10.10 7.9 above shall be sufficient and conclusive proof of the contents and correctness thereof for the purposes of withholdingwith-holding, deduction or set off by SARS or for provisional sentence, summary judgment or any other proceedings against the Service Provider in a court of law and shall be valid as a liquid document for such purposes. If the Service Provider fails to perform the Services within the specifications or turnaround times specified in the detailed project plan contemplated herein, due to reasons solely attributable to the Service Provider, SARS shall, without prejudice to its other remedies under this Agreement, be entitled to deduct, as a penalty, for non-performance, delayed performance or defective performance, an amount of up to ten percent (10%) of the amount due to the Service Provider: Provided that SARS will provide the Service Provider with written notice of its intention to so deduct, supported by reasonable detail of the actual penalty levied. A penalty is a non-performance, delayed performance or defective performance fee, and is payable regardless of the fact that the Service Provider ultimately delivers the pertinent performance. DISPUTED CHARGES AND INVOICING ERRORS SARS may withhold payment of fees that SARS disputes in good faith or, if the disputed fees have already been paid, SARS may withhold an equal amount from a subsequent payment, including disputes in respect of an error in an invoice or an amount paid. If SARS withholds any such amount- SARS shall promptly notify the Service Provider that it is disputing such amount, providing a reasonable explanation of the rationale therefore and the Parties shall promptly first address such dispute in accordance with this clause 118 of this Agreement; If the dispute relates to (or equals in the case of disputed amounts that have already been paid) only a percentage of the invoiced amount, then SARS shall pay the undisputed amount in accordance with clause 10.8 7.7 above; and If an invoice is identified as incorrect, then the Service Provider shall either issue a correct invoice if the amount has not yet been paid, paid or make issue SARS with a correction on the next credit note and a corrected invoice if the amount has been paid, ensuring SARS is refunded the amount overpaid within fourteen (14) days should the Service Provider have been overpaid by SARS. Any dispute arising in terms of clause 11.1 8.1 above and which remains unresolved for five three (53) Business Days after it has arisen, shall be referred by either Party to the SARS’ Senior Manager: Contract Manager Head of Procurement and the Service Provider’s Account Manager Team Leader or their designees for resolution. The SARS Senior ManagerSARS’ Head: Contract Management Procurement and the Service Provider’s Account Manager Team Leader or their designees shall meet within five three (53) Business Days of the referral of the dispute to resolve such dispute. In the event that the dispute remains unresolved after seven three (73) days Business Days of its referral to the persons mentioned in clause 11.38.3, either Party shall be entitled to refer the dispute for resolution in accordance with the provisions of clause 19 16.1 below: Provided that clause 19 16.1 will not apply to disputes contemplated in this clause. THIRD PARTY COOPERATION As part of the Services, where appropriate and when requested by SARS to do so, the Service Provider shall provide full co-operation to any third party that might be contracted by SARS on the same or related engagement or for purposes contemplated in clause 116.1.4 above, to the extent that the co-operation does not create a conflict of interests, breach of professional ethics or compromise the Service Provider’s Intellectual Property rights or interests. It is, however, agreed that the relationship between the Service Provider and any such third party will not constitute an alliance or partnership and that neither the Service Provider nor the third party will be required to perform quality checks on the work of the other party, except where the third party is appointed for purposes contemplated in clause 6.1.4 above.

Pricing and Invoicing. The Service Provider must invoice SARS for Services rendered according to the pricing schedule accepted by SARS, attached hereto as Annexure B. The initial management fee payable monthly in terms of this Agreement shall be fixed at R (TO BE ADDED) per month based on an agreed Base Volume of (TO BE ADDED) transactions“A”. The management fee Service Provider must invoice SARS per each survey completed, however, if there are other financial considerations to be entertained, it will be subject to review on negotiation and a quarterly basis based on actual travel volumespricing schedule developed and agreed upon between the Parties. The amounts set forth in Annexure B are all inclusive, including Value-Added Tax, Each invoice must contain- the total fees payable by SARS; and payable in South African Rand (ZAR). The Service Provider shall not be entitled to any additional fees or charges, including expenses, of whatsoever nature. All payments required to be made by SARS to the Service Provider for travel outside of the Republic of South Africa, Lesotho, Namibia and Swaziland shall be subject to exchange control approval by the South African Reserve Bank. The Service Provider shall maintain complete and accurate records of all amounts billed to and payments made by SARS under this Agreement (including Travel Expenses) in accordance with generally accepted accounting principles. The Service Provider agrees to provide SARS with any information in respect of each invoice, such details as may be reasonably requested by SARS from time to verify accuracy and compliance with the provisions of this Agreementtime. The Service Provider must verify that each invoice is complete and accurate, and that it conforms to the requirements of this clause before issuing the invoice to SARS. The Service Provider must submit all invoices to the Travel Manager Designated Representative and where requested to do so by the Travel ManagerDesignated Representative, send copies to other SARS officials. Subject to clause 11.17.1 below, SARS shall pay undisputed amounts in an invoice owed to the Service Provider within thirty (30) days after SARS receives such invoice, if the invoice is accurate and meets the requirements of this Agreement. Should SARS query an item in an invoice, the Service Provider must, within two (2) days after a written request by SARS, provide SARS with any other documentation or information reasonably required by SARS in order to verify the accuracy of amounts indicated in an invoice. SARS may withhold, deduct or set off from any monies due and owing to the Service Provider in terms of this Agreement, an amount equal to the amount of any outstanding claims that SARS may have against the Service Provider for damages, costs or any other indebtedness arising out of this Agreement: Provided that SARS will provide the Service Provider with written notice of its intention to offset, supported by reasonable detail of the actual damages, costs or indebtedness incurred and sought to be offset by SARS. A certificate of indebtedness signed by the Chief Financial Officer of SARS reflecting the amount due and payable under clause 10.10 6.7 above shall be sufficient and conclusive proof of the contents and correctness thereof for the purposes of withholding, deduction or set off by SARS or for provisional sentence, summary judgment or any other proceedings against the Service Provider in a court of law and shall be valid as a liquid document for such purposes. DISPUTED CHARGES AND INVOICING ERRORS SARS may withhold payment of fees that SARS disputes in good faith or, if the disputed fees have already been paid, SARS may withhold an equal amount from a subsequent payment, including disputes in respect of an error in an invoice or an amount paid. If SARS withholds any such amount- SARS shall promptly notify the Service Provider that it is disputing such amount, providing a reasonable explanation of the rationale therefore and the Parties shall promptly first address such dispute in accordance with this clause 117; If the dispute relates to (or equals in the case of disputed amounts that have already been paid) only a percentage of the invoiced amount, then SARS shall pay the undisputed amount in accordance with clause 10.8 6.7 above; and If an invoice is identified as incorrect, then the Service Provider shall either issue a correct invoice if the amount has not yet been paid, or make a correction on the next invoice if the amount has been paid. Any dispute arising in terms of clause 11.1 7.1 above and which remains unresolved for five (5) Business Days after it has arisen, shall be referred by either Party to SARS’ Senior Manager: Contract Manager Management and the Service Provider’s Key Account Manager or their designees for resolution. The SARS Senior Manager: Contract Management and the Service Provider’s Key Account Manager or their designees shall meet within five (5) Business Days of the referral of the dispute to resolve such dispute. In the event that the dispute remains unresolved after seven (7) days of its referral to the persons mentioned in clause 11.37.3, either Party shall be entitled to refer the dispute for resolution in accordance with the provisions of clause 19 16 below: Provided that clause 19 16.1 below will not apply to disputes contemplated in this clause 117. PRINCIPLES GOVERNING SERVICE LEVELS Service Levels List Annexure “B” lists Service Levels that will apply to the performance of the Services. The Service Provider shall comply with the prescribed Service Levels as of the Commencement Date.

Pricing and Invoicing. The Service Provider must invoice SARS for Services rendered according to the pricing schedule accepted by SARS, attached hereto as “Annexure B. The initial management “A”. Apart from the pricing reflected in Annexure A, no other fee payable monthly in terms of this Agreement shall be fixed at R (TO BE ADDED) per month based on an agreed Base Volume of (TO BE ADDED) transactions. The management fee or cost will be subject to review on a quarterly basis based on actual travel volumes. The amounts set forth in Annexure B are all inclusive, including Value-Added Tax, and payable in South African Rand (ZAR)covered by SARS. The Service Provider shall not be entitled to any additional must invoice SARS for Services rendered per deliverable. Each invoice must contain- a full description of the Services rendered; cost per item; the total fees or charges, including expenses, of whatsoever nature. All payments required to be made incurred; a document depicting sign-off by SARS to on the Service Provider for travel outside of the Republic of South Africa, Lesotho, Namibia pertinent Deliverables; and Swaziland shall be subject to exchange control approval by the South African Reserve Bank. The Service Provider shall maintain complete and accurate records of all amounts billed to and payments made by SARS under this Agreement (including Travel Expenses) in accordance with generally accepted accounting principles. The Service Provider agrees to provide SARS with any information in respect of each invoice, such details as may be reasonably requested by SARS from time to verify accuracy and compliance with the provisions of this Agreementtime. The Service Provider must verify that each invoice is complete and accurate, and that it conforms to the requirements of this clause before issuing the invoice to SARS. The Service Provider must submit all invoices to the Travel Manager Designated Representative and where requested to do so by the Travel ManagerDesignated Representative, send copies to other SARS officials. Subject to clause 11.17.1 below, SARS shall pay undisputed amounts in an invoice owed to the Service Provider within thirty (30) days after SARS receives such invoice, if the invoice is accurate and meets the requirements of this Agreement. Should SARS query an item in an invoice, the Service Provider must, within two (2) days after a written request by SARS, provide SARS with any other documentation or information reasonably required by SARS in order to verify the accuracy of amounts indicated in an invoice. SARS may withhold, deduct or set off from any monies due and owing to the Service Provider in terms of this Agreement, an amount equal to the amount of any outstanding claims that SARS may have against the Service Provider for damages, costs or any other indebtedness arising out of this Agreement: Provided that SARS will provide the Service Provider with written notice of its intention to offset, supported by reasonable detail of the actual damages, costs or indebtedness incurred and sought to be offset by SARS. A certificate of indebtedness signed by the Chief Financial Officer of SARS reflecting the amount due and payable under clause 10.10 Clause 6.8 above shall be sufficient and conclusive proof of the contents and correctness thereof for the purposes of withholdingwith-holding, deduction or set off by SARS or for provisional sentence, summary judgment or any other proceedings against the Service Provider in a court of law and shall be valid as a liquid document for such purposes. If the Service Provider fails to perform the Services within the specifications or turnaround times specified in this Agreement, due to reasons solely attributable to the Service Provider, SARS shall, without prejudice to its other remedies under this Agreement, be entitled to deduct, as a penalty, for non-performance, delayed performance or defective performance, an amount of up to ten percent (10%) of the amount due to the Service Provider in the succeeding invoice due and payable to the Service Provider: Provided that SARS will provide the Service Provider with written notice of its intention to so deduct, supported by reasonable detail of the actual penalty levied. A penalty is a non-performance, delayed performance or defective performance fee, and is payable regardless of the fact that the Service Provider ultimately delivers the pertinent performance. DISPUTED CHARGES AND INVOICING ERRORS SARS may withhold payment of fees that SARS disputes in good faith or, if the disputed fees have already been paid, SARS may withhold an equal amount from a subsequent payment, including disputes in respect of an error in an invoice or an amount paid. If SARS withholds any such amount- SARS shall promptly notify the Service Provider that it is disputing such amount, providing a reasonable explanation of the rationale therefore and the Parties shall promptly first address such dispute in accordance with this clause 117of this Agreement; If the dispute relates to (or equals in the case of disputed amounts that have already been paid) only a percentage of the invoiced amount, then SARS shall pay the undisputed amount in accordance with clause 10.8 6.6 above; and If an invoice is identified as incorrect, then the Service Provider shall either issue a correct invoice if the amount has not yet been paid, or make a correction on the next invoice if the amount has been paid. Any dispute arising in terms of clause 11.1 7.1 above and which remains unresolved for five (5) Business Days after it has arisen, shall be referred by either Party to SARS’ Senior Manager: Contract Manager the SARS Head of Procurement and the Service Provider’s Key Account Manager or their designees for resolution. The SARS Senior ManagerHead: Contract Management Procurement and the Service Provider’s Key Account Manager or their designees shall meet within five (5) Business Days of the referral of the dispute to resolve such dispute. In the event that the dispute remains unresolved after seven (7) days of its referral to the persons mentioned in clause 11.37.3 above, either Party shall be entitled to refer the dispute for resolution in accordance with the provisions of clause 19 15.2 below: Provided that clause 19 15.1 will not apply to disputes contemplated in this clause 11clause. THIRD PARTY COOPERATION As part of the Services, where appropriate and when requested by SARS to do so, the Service Provider shall provide full co-operation to any third party that might be contracted by SARS on the same or related engagement or for purposes contemplated in Clause 5.1.4 above, to the extent that the co-operation does not create a conflict of interests, breach of professional ethics or compromise the Service Provider’s Intellectual Property rights or interests. It is, however, agreed that the relationship between the Service Provider and any such third party will not constitute an alliance or partnership and that neither the Service Provider nor the third party will be required to perform quality checks on the work of the other party, except where the third party is appointed for purposes contemplated in Clause 5.1.4 above.

Pricing and Invoicing. The Service Provider must invoice SARS for Services rendered according to the pricing schedule accepted by SARS, attached hereto as “Annexure B. The initial management “B”. Apart from the pricing reflected in Annexure B, no other fee payable monthly in terms of this Agreement shall be fixed at R (TO BE ADDED) per month based on an agreed Base Volume of (TO BE ADDED) transactions. The management fee or cost will be subject to review on a quarterly basis based on actual travel volumes. The amounts set forth in Annexure B are all inclusive, including Value-Added Tax, and payable in South African Rand (ZAR)covered by SARS. The Service Provider shall not be entitled to any additional fees or charges, including expenses, of whatsoever naturemust invoice SARS for Services rendered monthly. All payments required to be made by SARS to the Service Provider for travel outside Each invoice must contain- a full description of the Republic of South Africa, Lesotho, Namibia Services rendered; cost per item; the total amount payable by SARS; and Swaziland shall be subject to exchange control approval by the South African Reserve Bank. The Service Provider shall maintain complete and accurate records of all amounts billed to and payments made by SARS under this Agreement (including Travel Expenses) in accordance with generally accepted accounting principles. The Service Provider agrees to provide SARS with any information in respect of each invoice, such details as may be reasonably requested by SARS from time to verify accuracy and compliance with the provisions of this Agreementtime. The Service Provider must verify that each invoice is complete and accurate, and that it conforms to the requirements of this clause before issuing the invoice to SARS. The Service Provider must submit all invoices to the Travel Manager Designated Representative and where requested to do so by the Travel ManagerDesignated Representative, send copies to other SARS officials. Subject to clause 11.17.1 below, SARS shall pay undisputed amounts in an invoice owed to the Service Provider within thirty (30) days after SARS receives such invoice, if the invoice is accurate and meets the requirements of this Agreement. Should SARS query an item in an invoice, the Service Provider must, within two (2) days after a written request by SARS, provide SARS with any other documentation or information reasonably required by SARS in order to verify the accuracy of amounts indicated in an invoice. SARS may withhold, deduct or set off from any monies due and owing to the Service Provider in terms of this Agreement, an amount equal to the amount of any outstanding claims that SARS may have against the Service Provider for damages, costs or any other indebtedness arising out of this Agreement: Provided that SARS will provide the Service Provider with written notice of its intention to offset, supported by reasonable detail of the actual damages, costs or indebtedness incurred and sought to be offset by SARS. A certificate of indebtedness signed by the Chief Financial Officer of SARS reflecting the amount due and payable under clause 10.10 Clause 6.8 above shall be sufficient and conclusive proof of the contents and correctness thereof for the purposes of withholdingwith-holding, deduction or set off by SARS or for provisional sentence, summary judgment or any other proceedings against the Service Provider in a court of law and shall be valid as a liquid document for such purposes. DISPUTED CHARGES AND INVOICING ERRORS SARS may withhold payment of fees that SARS disputes in good faith or, if the disputed fees have already been paid, SARS may withhold an equal amount from a subsequent payment, including disputes in respect of an error in an invoice or an amount paid. If SARS withholds any such amount- SARS shall promptly notify the Service Provider that it is disputing such amount, providing a reasonable explanation of the rationale therefore and the Parties shall promptly first address such dispute in accordance with this clause 117 of this Agreement; If the dispute relates to (or equals in the case of disputed amounts that have already been paid) only a percentage of the invoiced amount, then SARS shall pay the undisputed amount in accordance with clause 10.8 6.6 above; and If an invoice is identified as incorrect, then the Service Provider shall either issue a correct invoice if the amount has not yet been paid, or make a correction on the next invoice if the amount has been paid. Any dispute arising in terms of clause 11.1 7.1 above and which remains unresolved for five (5) Business Days after it has arisen, shall be referred by either Party to SARS’ Senior Manager: Contract Manager the SARS Head of Procurement and the Service Provider’s Key Account Manager or their designees for resolution. The SARS Senior ManagerHead: Contract Management Procurement and the Service Provider’s Key Account Manager or their designees shall meet within five (5) Business Days of the referral of the dispute to resolve such dispute. In the event that the dispute remains unresolved after seven (7) days of its referral to the persons mentioned in clause 11.3, 7.3 either Party shall be entitled to refer the dispute for resolution in accordance with the provisions of clause 19 15.1 below: Provided that clause 19 15.1 will not apply to disputes contemplated in this clause 11clause. THIRD PARTY COOPERATION As part of the Services, where appropriate and when requested by SARS to do so, the Service Provider shall provide full co-operation to any third party that might be contracted by SARS on the same or related engagement or for purposes contemplated in Clause 5.1.4 above, to the extent that the co-operation does not create a conflict of interests, breach of professional ethics or compromise the Service Provider’s Intellectual Property rights or interests. It is, however, agreed that the relationship between the Service Provider and any such third party will not constitute an alliance or partnership and that neither the Service Provider nor the third party will be required to perform quality checks on the work of the other party, except where the third party is appointed for purposes contemplated in Clause 5.1.4 above.