Common use of GST to be added to amounts payable Clause in Contracts

GST to be added to amounts payable. If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration. This clause does not apply to the extent that the Consideration for the Taxable Supply is expressly agreed to be GST inclusive. Tax Invoice and Adjustment Note No payment of any amount pursuant to clause 6, and no payment of the GST Amount where the Consideration for a Taxable Supply is expressly agreed to be GST inclusive, is required until the supplier has provided a Tax Invoice or Adjustment Note as the case may be to the recipient. Liability Net of GST Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. A party will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which the Consideration must be provided. Revenue Exclusive of GST Any reference in this Agreement (other than in calculation of Consideration) to price, value, revenue or similar amount ("Revenue"), is a reference to that Revenue exclusive of GST. Conflicts of Interest Conflicts of Interest The ASP must not, unless authorised by TCA in writing: have any managerial, financial, commercial, personal or other relevant interest in any Transport Operator using the Application Services, or in any Transport Operator using the Application Services of another ASP, or another ASP; provide Application Services to a Transport Operator that has any managerial, financial, commercial, personal or other relevant interest in the ASP, or in any other ASP; or have any actual conflict between its obligations as an ASP and its other businesses, interests and activities. Dealing with Conflicts If a conflict of interest or risk of conflict does arise (including, any actual or potential conflict between the ASP's Certification as an ASP and the ASP's other businesses, interests and activities) the ASP must: immediately notify TCA in writing; if, having been notified under clause 9.2a., TCA believes that a conflict of interest or risk of conflict does exist, implements such measures as are specified by TCA as necessary eliminate the conflict of interest or risk of conflict, within ten (10) Business Days of written notice from TCA requiring the ASP to take such measures; and within a further two (2) business days, confirm to TCA in writing that the measures required by TCA under clause 9.2b. have been implemented. Privacy and Confidential Information No Sale or Provision of Application Information The ASP must not sell, provide, transfer or copy any Application Information (including Personal Information) including aggregated data and reports, collected under any application of the National Telematics Framework to any individual organisation or group, or allow any individual, organisation or group to view any Application Information (including Personal Information) relating to a Transport Operator except with the written permission of the Transport Operator. For the avoidance of doubt, this clause does not apply to the reporting and information provision requirements specified in this Agreement. Privacy The ASP must comply with all applicable Privacy Laws. “Applicable Privacy Laws” includes the privacy requirements of the Heavy Vehicle National Law. Restricted Use and Disclosure of Information Related to Event Reports The ASP agrees that: It will only use information for the purposes of the performance of its monitoring and reporting obligations under this Agreement It will not use the information collected by it for any other purposes and Where the Application is the Intelligent Access Program, it will comply with the requirements of the Heavy Vehicle National Law relating to the disclosure and non-disclosure of Non-Compliance Reports and the information contained therein. Without limiting this clause 10.3 of this Agreement, the ASP must not: supply any information collected by it in the performance of its monitoring and reporting obligations under this Agreement, or any Non-Compliance Report, any modified version of any Non-Compliance Report, or any information contained in or derived from any Non-Compliance Report, to any person, other than to Authorities and TCA when in accordance with this Agreement; or modify any Non-Compliance Report outside the form and standard specified in the Functional and Technical Specification. Where the Application is the Intelligent Access Program, then: Notwithstanding any other provision of this Agreement, the ASP must make available to the relevant Authority, on request, access to the information collected by the ASP under this Agreement to the extent required under the Heavy Vehicle National Law. Notwithstanding the provisions of clauses 10.3a. and 10.3b., the ASP may, at the request of a Transport Operator, make available to it any Information collected by it under that Program (including Personal Information) to the extent permitted by the Heavy Vehicle National Law. For the avoidance of doubt, this does not include reports of Tampering or suspected or attempted Tampering. Nothing in this Agreement overrides the ASP's obligations under the Heavy Vehicle National Law relating to the collection, storage, use and disclosure of information, including Personal Information; and the disclosure and non-disclosure of Non-Compliance Reports and Tampering Reports.

GST to be added to amounts payable. If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration. This clause does not apply to the extent that the Consideration for the Taxable Supply is expressly agreed to be GST inclusive. Tax Invoice and Adjustment Note No payment of any amount pursuant to clause 6, and no payment of the GST Amount where the Consideration for a Taxable Supply is expressly agreed to be GST inclusive, is required until the supplier has provided a Tax Invoice or Adjustment Note as the case may be to the recipient. Liability Net of GST Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. A party will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which the Consideration must be provided. Revenue Exclusive of GST Any reference in this Agreement (other than in calculation of Consideration) to price, value, revenue or similar amount ("Revenue"), is a reference to that Revenue exclusive of GST. Conflicts of Interest Conflicts of Interest The ASP must not, unless authorised by TCA in writing: have any managerial, financial, commercial, personal or other relevant interest in any Transport Operator using the Application Services, or in any Transport Operator using the Application Services of another ASP, or another ASP; provide Application Services to a Transport Operator that has any managerial, financial, commercial, personal or other relevant interest in the ASP, or in any other ASP; or have any actual conflict between its obligations as an ASP and its other businesses, interests and activities. Dealing with Conflicts If a conflict of interest or risk of conflict does arise (including, any actual or potential conflict between the ASP's Certification as an ASP and the ASP's other businesses, interests and activities) the ASP must: immediately notify TCA in writing; if, having been notified under clause 9.2a., TCA ▇▇▇ believes that a conflict of interest or risk of conflict does exist, implements such measures as are specified by TCA as necessary eliminate the conflict of interest or risk of conflict, within ten (10) Business Days of written notice from TCA requiring the ASP to take such measures; and within a further two (2) business days, confirm to TCA in writing that the measures required by TCA under clause 9.2b. have been implemented. Privacy and Confidential Information No Sale or Provision of Application Information The ASP must not sell, provide, transfer or copy any Application Information (including Personal Information) including aggregated data and reports, collected under any application of the National Telematics Framework to any individual organisation or group, or allow any individual, organisation or group to view any Application Information (including Personal Information) relating to a Transport Operator except with the written permission of the Transport Operator. For the avoidance of doubt, this clause does not apply to the reporting and information provision requirements specified in this Agreement. Privacy The ASP must comply with all applicable Privacy Laws. “Applicable Privacy Laws” includes the privacy requirements of the Heavy Vehicle National Law. Restricted Use and Disclosure of Information Related to Event Reports The ASP agrees that: It will only use information for the purposes of the performance of its monitoring and reporting obligations under this Agreement It will not use the information collected by it for any other purposes and Where the Application is the Intelligent Access Program, it will comply with the requirements of the Heavy Vehicle National Law relating to the disclosure and non-disclosure of Non-Compliance Reports and the information contained therein. Without limiting this clause 10.3 of this Agreement, the ASP must not: supply any information collected by it in the performance of its monitoring and reporting obligations under this Agreement, or any Non-Compliance Report, any modified version of any Non-Compliance Report, or any information contained in or derived from any Non-Compliance Report, to any person, other than to Authorities and TCA when in accordance with this Agreement; or modify any Non-Compliance Report outside the form and standard specified in the Functional and Technical Specification. Where the Application is the Intelligent Access Program, then: Notwithstanding any other provision of this Agreement, the ASP must make available to the relevant Authority, on request, access to the information collected by the ASP under this Agreement to the extent required under the Heavy Vehicle National Law. Notwithstanding the provisions of clauses 10.3a. and 10.3b., the ASP may, at the request of a Transport Operator, make available to it any Information collected by it under that Program (including Personal Information) to the extent permitted by the Heavy Vehicle National Law. For the avoidance of doubt, this does not include reports of Tampering or suspected or attempted Tampering. Nothing in this Agreement overrides the ASP's obligations under the Heavy Vehicle National Law relating to the collection, storage, use and disclosure of information, including Personal Information; and the disclosure and non-disclosure of Non-Compliance Reports and Tampering Reports.