Audit Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC.
Financial Audit The School shall submit audited financial statements from an independent auditor to the Authorizer no later than November 1 of each year.
Financial Audits During the Audit Period, Service Provider shall provide to DIR Auditors access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the Services, (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, (2) make requested Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the audit.
Independent Auditor If:
(a) the Provider is the Distributor and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from the information relating to the Trader or that the information is commercially sensitive; or
(b) the provider is the Trader and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from information relating to the Distributor or that the information is commercially sensitive, then the Distributor or the Trader, as appropriate, will permit an independent auditor (the “Auditor”) appointed by the other party to review the Records and the other party will not itself directly review any of the Records. The Distributor or the Trader, as appropriate, will not unreasonably object to the Auditor appointed by the other party. In the event that the Distributor or the Trader, as appropriate, reasonably objects to the identity of the Auditor, the parties will request the President of the New Zealand Law Society (or a nominee) to appoint a person to act as the Auditor. The party that is permitted by this clause 31.5 to appoint an Auditor will pay the Auditor’s costs, unless the Auditor discovers a material inaccuracy in the Records in which case the other party will pay the Auditor’s costs. The terms of appointment of the Auditor will require the Auditor to keep the Records confidential.
Auditor 8.2.1 The Department (in accordance with Post-16 audit code of practice - ▇▇▇.▇▇ (▇▇▇.▇▇▇.▇▇)), the European Commission, the European Court of Auditors and/or a Crown Body may at any time conduct (whether itself or by its agents, consultants or advisers) audits for the following purposes:-
(a) to establish that the Provider has used the Funding (and proposed or actual variations to the Funding in accordance with this Agreement) in the delivery of the Services and/or the costs of all suppliers (including Subcontractors) of the Services;
(b) to verify the Provider’s claims for Funding;
(c) to review the integrity, confidentiality and security of the Department Data as well as the Department’s access to the Department Data;
(d) to review the Provider's and/or a Provider Related Party's compliance with the DPA 2018, the FOIA and EIR in accordance with Clauses 23 (Department Data) and 26 (Freedom of Information and Confidentiality) and any other Law applicable to the Services;
(e) to carry out the audit and certification of the Department’s accounts;
(f) to verify the accuracy and completeness of any management information delivered or required by this Agreement;
(g) to ensure that the Provider and/or a Provider Related Party is complying with the Department Policies and any British or equivalent European standards and any other audit that may be required by any Relevant Authority, such audits may be based on current or preceding years or preceding agreements.
8.2.2 The Department will use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Provider or delay the provision of the Services.
8.2.3 Subject to the Department’s obligations of confidentiality, the Provider and/or a Provider Related Party must on demand provide the Department (and/or its agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including:-
(a) all information requested by the Department within the permitted scope of the audit;
(b) reasonable access to any Premises and any equipment used (whether exclusively or non-exclusively) in the performance of the Services;
(c) access to the Provider's and/or a Provider Related Party's systems; and
(d) access to Provider Personnel; and
(e) provision of any accounting records as referred to in Section 386 of the Companies Act 2006 and/or financial records as the Department may require which if the Provider is not a company may include similar accounting records as are referred to in Section 386 of the Companies Act 2006.
8.2.4 The Provider will implement all measurement and monitoring tools and procedures necessary to measure and report on the Provider's (including for the avoidance of doubt a Provider Related Party's) performance of the Services.
8.2.5 The Department will endeavour to (but is not obliged to) provide at least ten (10) Working Days' notice of its intention to conduct an audit. The Department may carry out audit visits with or without prior notice at its discretion.
8.2.6 The Parties agree that they will bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material breach or malpractice by the Provider and/or a Provider Related Party in which case the Provider will reimburse the Department for all the Department’s reasonable costs incurred in the course of the audit.
8.2.7 If the findings of an audit conducted pursuant to this Clause 8 results in the requirement for ILR Data to be corrected and re- submitted the Provider must re-submit the data to the Department, as set out in Clause 5 (Submission of Learner Data), within two months. Failure to do so will be a breach of agreement.
8.2.8 If the Department identifies that:-
(a) the Provider has failed to perform its obligations under this Agreement in any material manner, without prejudice to any other remedy that the Department has, the Parties will agree and the Provider will implement and comply with a remedial plan. If the Provider's failure relates to a failure to provide any information to the Department about the Funding, proposed Funding or the Provider's costs, then the remedial plan will include a requirement for the provision by the Provider of all such information;
(b) there has been any under or over payment it will be dealt with in accordance with Clause 4.1 (Payment, Funding and Audit provisions).
8.2.9 The Provider must permit records referred to in this Clause 8 to be examined and copied from time to time by the Department’s auditor and inspectors and their representatives and other representatives of the Department.