Common use of Service Provider’s Obligations Clause in Contracts

Service Provider’s Obligations. The Service Provider must- ensure that the Key Account Manager contemplated in its bid proposal is duly assigned as such, and assumes the attendant role and responsibilities for the duration of this Agreement; ensure that Key Personnel or other personnel observe confidentiality and do not use any information obtained pursuant to this Agreement for any reason other than for reasons envisaged in this Agreement; execute the Services, as contemplated in the RFP; monitor implementation of the Services against set targets, costs and timeframes; carry out all written and reasonable instructions received from SARS timeously and in a diligent manner; ensure that the Key Personnel devote such time, attention and skill in executing the Services as may be reasonably required for the proper discharge of its duties under this Agreement; not change or replace the Key Personnel without the prior written consent of SARS, and in this regard- The Service Provider may make a written request to SARS to replace a member of its Key Personnel, where such member has become incapacitated and/or unable to perform his/her duties under the Agreement; The Service Provider’s request to SARS for the substitution of the Key Personnel shall include the reason for the request and a proposal to replace the Key Personnel with a person of equal or better qualification(s),skills and experience. Such proposal must include the curriculum vitae of the proposed substitute; SARS may only approve a substitute which has similar or better qualifications, skills and experience; and Should SARS in its discretion reasonably consider a member of the Key Personnel to be incompetent or unsatisfactory, the Service Provider will have to replace at its cost, that member with one having equal or better qualification(s), skills and experience and in line with the timeframes then stipulated by SARS; charge fees for Services rendered to SARS in accordance with the SARS approved pricing; provide the Services in accordance with the highest professional standards; act impartially and ethically at all times, and where applicable, act in accordance with the code of ethics / conduct of its profession; exercise reasonable care and diligence in the discharge of its obligations in terms of the Agreement; take Commercially Reasonable Efforts to prevent, overcome and mitigate any adverse effects that might ensue, to the extent required to achieve the relevant outcome; ensure that it adheres to written and reasonable requests or instructions of the Designated Representative, in so far as same are lawful and consistent with this Agreement; implement the approved skills transfer plan to designated employees of SARS. The Service Provider must, in this regard obtain the written approval of the Designated Representative prior to implementation of the skills transfer plan. The Service Provider must render the Services in line with the Service Provider’s accepted methodology and approach contemplated in the RFP. The Service Provider must co-operate as may be requested by SARS, to enable SARS to, amongst other things, comply with an enquiry from a Regulatory Authority. For the duration of this Agreement and for a period of five (5) years after termination, and subject to Applicable Law, the Service Provider must maintain a record of the Services executed. The Service Provider must provide SARS and its auditors access at reasonable times, and subject to reasonable written notice, to information, records and documentation relating to the Services or this Agreement for the purpose of performing audits, examinations and inspections in order to verify the Service Provider’s compliance with the terms of this Agreement and/or to enable SARS to comply with the requirements of any Regulatory Authority. All costs incurred in performing audits under this clause will be borne by SARS, unless audit findings reveal the Service Provider’s non-compliance with the terms of this Agreement and/or requirements of a Regulatory Authority or similar institution having jurisdiction over SARS and/or the Service Provider, in which event such costs will be borne by the Service Provider. SARS’ OBLIGATIONS SARS must- in writing, on Commencement Date, nominate a Designated Representative, and communicate the names and contact details of such person to the Service Provider in writing. SARS may from time to time change the Designated Person, in which event SARS must give the Service Provider at least 24 hours’ written notice of such change; provide the Service Provider with timeous management decisions and any necessary approvals or authorisations to enable the Service Provider to fulfil its obligations under this Agreement; make available to the Service Provider all relevant information and data at its disposal, which is reasonably required for the rendering of the Services; monitor and review the Service Provider’s performance in terms of this Agreement. SARS however, reserves the right subject to Applicable Law, to appoint a third party to monitor and review the Service Provider’s performance in terms of this Agreement The Service Provider shall present Deliverables to SARS for acceptance and signoff. Should SARS not accept a Deliverable- SARS will provide the Service Provider with written notice of its non-acceptance, as well as reasons thereof; The Service Provider undertakes to avail itself to liaise with SARS regarding any query relating to a Deliverable; The Service Provider must, at its own cost, correct any deficiencies raised by SARS within five (5) Business Days (or such other shorter period as the circumstances may require) of receiving the notice from SARS, where after the Deliverable must be resubmitted to SARS for another review; In the event a deficiency/ies is still not corrected by the Service Provider after the first resubmission, SARS may, at its sole discretion, elect to: direct the Service Provider to continue its efforts to make the Deliverable acceptable to SARS, in which event the Service Provider shall continue such efforts at its own cost; invoke step-in rights as contemplated in clause 23 below; or reject the Deliverable for non-conformity and declare a dispute to be dealt with in terms of clause 16 below.

Service Provider’s Obligations. The Service Provider must- ensure that the Key Account Manager contemplated in its bid proposal is duly assigned as such, and assumes the attendant role and responsibilities for the duration of this Agreement; ensure that Key Personnel is properly registered, licensed or accredited with the appropriate Regulatory Authorities and remain so registered for the duration of this Agreement; ensure that Key Personnel or other personnel observe confidentiality and do not use any information obtained pursuant to this Agreement for any reason other than for reasons envisaged in this Agreement; execute the Services, as contemplated in the RFP; ensure continuity of Services to SARS; monitor implementation of the Services against set targets, costs and timeframes; carry out all written and reasonable instructions received from performance standards (Service Levels) prescribed by SARS timeously and in a diligent mannerAnnexure A; ensure that the Key Personnel devote such time, attention and skill in executing the Services as may be reasonably required for the proper discharge of its duties under this Agreement; not change or replace the Key Personnel without the prior written consent of SARS, and in this regard- The Service Provider may make a written request to SARS to replace a member of its Key Personnel, where such member has become incapacitated and/or unable to perform his/her duties under the Agreement; The Service Provider’s request to SARS for the substitution of the Key Personnel shall include the reason for the request and a proposal to replace the Key Personnel with a person of equal or better qualification(s),skills qualification(s), skills and experience. Such proposal must include the curriculum vitae of the proposed substitute; SARS may only approve a substitute which has similar or better qualifications, skills and experience; and Should SARS in its discretion reasonably consider a member of the Key Personnel to be incompetent or unsatisfactory, the Service Provider will have to replace at its cost, that member with one having equal or better qualification(s), skills and experience and in line with the timeframes then stipulated by SARS; charge fees for Services rendered to SARS in accordance with the SARS approved pricing; provide the Services in accordance with the highest professional standards; act impartially and ethically at all times, and where applicable, act in accordance with the code of ethics / conduct of its profession; exercise reasonable care and diligence in the discharge of its obligations in terms of the Agreement; take Commercially Reasonable Efforts to prevent, overcome and mitigate any adverse effects that might ensue, to the extent required to achieve the relevant outcome; ensure that it adheres to written and reasonable requests or instructions of the Designated Representative, in so far as same are lawful and consistent with this Agreement; implement the approved skills transfer plan to designated employees of SARS. The Service Provider mustshall adhere to the Business Continuity Plan submitted to SARS in its bid submission and in accordance with the RFP. Should a Disaster occur, in this regard obtain the written approval of the Designated Representative prior to implementation of the skills transfer plan. The Service Provider must render shall activate the Services in line with Business Continuity Plan seamlessly and without disruption to the Service Provider’s accepted methodology and approach contemplated in the RFPServices. The Service Provider must co-operate as may be requested by SARS, to enable SARS to, amongst other things, comply with an enquiry from a Regulatory Authority. For the duration of this Agreement and for a period of five (5) years after termination, and subject to Applicable Law, the Service Provider must maintain a record of the Services executed. The Service Provider must provide SARS and its auditors access at reasonable times, and subject to reasonable written notice, to information, records and documentation relating to the Services or this Agreement for the purpose of performing audits, examinations and inspections in order to verify the Service Provider’s compliance with the terms of this Agreement and/or to enable SARS to comply with the requirements of any Regulatory Authority. All costs incurred in performing audits under this clause will be borne by SARS, unless audit findings reveal the Service Provider’s non-compliance with the terms of this Agreement and/or requirements of a Regulatory Authority or similar institution having jurisdiction over SARS and/or the Service Provider, in which event such costs will be borne by the Service Provider. SARS’ OBLIGATIONS SARS must- in writing, on Commencement Date, nominate a Designated Representative, and communicate the names and contact details of such person to the Service Provider in writing. SARS may from time to time change the Designated Person, in which event SARS must give the Service Provider at least 24 hours’ written notice of such change; provide the Service Provider with timeous management decisions and any necessary approvals or authorisations to enable the Service Provider to fulfil its obligations under this Agreement; make available to the Service Provider all relevant information and data at its disposal, which is reasonably required for the rendering of the Services; monitor and review the Service Provider’s performance in terms of this Agreement. SARS however, reserves the right subject to Applicable Law, to appoint a third party to monitor and review the Service Provider’s performance in terms of this Agreement The Service Provider shall present Deliverables to SARS for acceptance and signoff. Should SARS not accept a Deliverable- SARS will provide the Service Provider with written notice of its non-acceptance, as well as reasons thereof; The Service Provider undertakes to avail itself to liaise with SARS regarding any query relating to a Deliverable; The Service Provider must, at its own cost, correct any deficiencies raised by SARS within five (5) Business Days (or such other shorter period as the circumstances may require) of receiving the notice from SARS, where after the Deliverable must be resubmitted to SARS for another review; In the event a deficiency/ies is still not corrected by the Service Provider after the first resubmission, SARS may, at its sole discretion, elect to: direct the Service Provider to continue its efforts to make the Deliverable acceptable to SARS, in which event the Service Provider shall continue such efforts at its own cost; invoke step-in rights as contemplated in clause 23 below; or reject the Deliverable for non-conformity and declare a dispute to be dealt with in terms of clause 16 below.

Service Provider’s Obligations. The Service Provider must- shall- ensure that the same Key Account Accounts Manager contemplated in its bid proposal Proposal is duly assigned as such, and assumes the attendant role and responsibilities for the duration of this Agreement; ensure that Key Personnel or other personnel observe confidentiality and do not use any information obtained pursuant to this Agreement for any reason other than for reasons envisaged in this Agreement; execute the Services, as contemplated in the RFP; monitor implementation of the Services against set targets, costs and timeframes; carry out all written and reasonable instructions received from SARS timeously and in a diligent manner; ensure that the Key Personnel devote such time, attention and skill in executing performing the Services as may be reasonably required for the proper discharge of its duties under this Agreement; not change or replace the Key Personnel without for the duration of this Agreement, except with the prior written consent of SARS, and in . In this regard- The regard: the Service Provider may make a written request to SARS to replace a member of its Key Personnel, where such member has become incapacitated and/or unable to perform his/her duties under the Agreement; The the Service Provider’s request to SARS for the substitution of the Key Personnel shall include the reason for the request and a proposal to replace the Key Personnel with a person of equal or better qualification(s),skills qualification(s) and experience. Such proposal must include the curriculum vitae of the proposed substitute; SARS may only approve a substitute which has similar or better qualifications, skills and experience; and Should SARS should SARS, in its discretion reasonably consider a member of the Key Personnel to be incompetent or unsatisfactory, the Service Provider will have to replace at its cost, that member with one having equal or better qualification(s)credentials, skills and experience and in line with the timeframes then stipulated by SARS; charge fees for Services rendered to SARS in accordance with the SARS approved pricing; provide the Services to SARS with due care, skill and diligence in accordance with the highest professional standardsservice standards and principles; act impartially and ethically at all times, and where applicable, act in accordance with the code of ethics / conduct of its profession; exercise reasonable care and diligence must abide by the timeframes that appear in the discharge of its obligations RFP in terms relation to the manner in which the Services will be rendered; monitor implementation of the AgreementServices against set targets, costs and timeframes; take Commercially Reasonable Efforts to prevent, overcome and mitigate any adverse effects that might ensue, to the extent required to achieve the relevant outcome; ensure that it adheres to written and reasonable requests or instructions of by the Designated SARS Authorised Representative, in so far as same are lawful and consistent with this Agreement; implement the approved skills transfer plan to designated employees of SARS. The Service Provider must, in this regard obtain the written approval of the Designated Representative prior to implementation of the skills transfer plan. The Service Provider must render the Services in line with the Service Provider’s accepted methodology and approach contemplated in the RFP. The Service Provider must co-operate as may be requested by SARS, to enable SARS to, amongst other things, comply with an enquiry from a Regulatory Authority. For the duration of this Agreement and for a period of five (5) years after termination, and subject to all Applicable Law, the Service Provider must maintain a record of the Services executed. The Service Provider must provide SARS and its auditors access at reasonable times, and subject to reasonable written notice, to information, records and documentation relating to the Services or this Agreement for the purpose of performing audits, examinations and inspections in order to verify the Service Provider’s compliance with the terms of this Agreement and/or to enable SARS to comply with the requirements of any Regulatory Authority. All costs incurred in performing audits under this clause will be borne by SARS, unless audit findings reveal the Service Provider’s non-compliance with the terms of this Agreement and/or requirements of a Regulatory Authority or similar institution having jurisdiction over SARS and/or the Service Provider, in which event such costs will be borne by the Service Provider. SARS’ OBLIGATIONS SARS must- in writing, on Commencement Date, nominate a Designated Representative, and communicate the names and contact details of such person to the Service Provider in writing. SARS may from time to time change the Designated Person, in which event SARS must give the Service Provider at least 24 hours’ written notice of such change; provide the Service Provider with timeous management decisions and any necessary approvals or authorisations to enable the Service Provider to fulfil its obligations under this Agreement; make available to the Service Provider all relevant information and data at its disposal, which is reasonably required for the rendering of the Services; monitor and review the Service Provider’s performance in terms of this Agreement. SARS however, reserves the right subject to Applicable Law, to appoint a third party to monitor and review the Service Provider’s performance in terms of this Agreement The Service Provider shall present Deliverables to SARS for acceptance and signoff. Should SARS not accept a Deliverable- SARS will provide the Service Provider with written notice of its non-acceptance, as well as reasons thereof; The Service Provider undertakes to avail itself to liaise with SARS regarding any query relating to a Deliverable; The Service Provider must, at its own cost, correct any deficiencies raised by SARS within five (5) Business Days (or such other shorter period as the circumstances may require) of receiving the notice from SARS, where after the Deliverable must be resubmitted to SARS for another review; In the event a deficiency/ies is still not corrected by the Service Provider after the first resubmission, SARS may, at its sole discretion, elect to: direct the Service Provider to continue its efforts to make the Deliverable acceptable to SARS, in which event the Service Provider shall continue such efforts at its own cost; invoke step-in rights as contemplated in clause 23 below; or reject the Deliverable for non-conformity and declare a dispute to be dealt with in terms of clause 16 below.

Service Provider’s Obligations. The Service Provider must- ensure that the Key Account Manager contemplated in its bid proposal is duly assigned as such, and assumes the attendant role and responsibilities for the duration of this Agreement; ensure that Key Personnel or other personnel observe confidentiality and do not use any information obtained pursuant to this Agreement for any reason other than for reasons envisaged in this Agreement; execute the Services, as contemplated and when required; to the extent consistent with this Agreement, adhere to its Proposal when executing a Service Request; act impartially and ethically at all times, and where applicable, act in accordance with the RFPcode of ethics / conduct of its profession or business; monitor implementation ensure timeous availability of the Services against set targets, costs and timeframesKey Personnel when executing a Service Request; carry out all ensure that it adheres to written and reasonable requests or instructions received from SARS timeously by the Designated Representative : Provided such requests or instructions are lawful, and in are within the framework of this Agreement; when executing a diligent manner; Service Request, ensure that the Key Personnel devote such timeare familiar with and comply with Applicable Law, attention this Agreement and skill in executing the Services as may be reasonably required for the proper discharge of its duties under this AgreementPOPIA Information Processing Addendum; not change or replace the Key Personnel Account Manager without the prior written consent of SARS, and in this regard- The Service Provider may make a written request to SARS to replace a member of its Key PersonnelAccount Manager, where such member manager has become incapacitated and/or unable to perform his/her duties under the Agreement; The Service Provider’s request to SARS for the substitution of the Key Personnel Account Manager shall include the reason for the request and a proposal to replace the Key Personnel Account Manager with a person of equal or better qualification(s),skills qualification(s), skills and experience. Such proposal must include the curriculum vitae of the proposed substitute; SARS may only approve a substitute which has similar or better qualifications, skills and experience; and Should SARS in its discretion reasonably consider a member of the Key Personnel Account Manager to be incompetent or unsatisfactory, the Service Provider will have to replace at its cost, that member manager with one having equal or better qualification(s), skills and experience and in line with the timeframes then stipulated by SARS; charge fees for Services rendered to SARS in accordance with the SARS approved pricing; provide the Services in accordance with the highest professional standards; act impartially and ethically at all times, and where applicable, act in accordance comply with the code of ethics / conduct of its professionPersonal Information Processing Addendum; exercise reasonable care and diligence in the discharge of its obligations in terms of the Agreement; and take Commercially Reasonable Efforts to prevent, overcome and mitigate any adverse effects that might ensue, to the extent required to achieve the relevant outcome; ensure that it adheres to written and reasonable requests or instructions of the Designated Representative, in so far as same are lawful and consistent with this Agreement; implement the approved skills transfer plan to designated employees of SARS. The Service Provider must, in this regard obtain the written approval of the Designated Representative prior to implementation of the skills transfer plan. The Service Provider must render the Services in line with the Service Provider’s accepted methodology and approach contemplated in the RFP. The Service Provider must co-operate as may be requested by SARS, to enable SARS to, amongst other things, comply with an enquiry from a Regulatory Authority. For the duration of this Agreement and for a period of five (5) years after termination, and subject to Applicable Law, the Service Provider must maintain a record of the Services executed. The Service Provider must provide SARS and its auditors access at reasonable times, and subject to reasonable written notice, to information, records and documentation relating to the Services or this Agreement for the purpose of performing audits, examinations and inspections in order to verify the Service Provider’s compliance with the terms of this Agreement and/or to enable SARS to comply with the requirements of any Regulatory Authority. All costs incurred in performing audits under this clause will be borne by SARS, unless audit findings reveal the Service Provider’s non-compliance with the terms of this Agreement and/or requirements of a Regulatory Authority or similar institution having jurisdiction over SARS and/or the Service Provider, in which event such costs will be borne by the Service Provider. SARS’ OBLIGATIONS SARS must- in writing, on Commencement Date, nominate a Designated Representative, and communicate the names and contact details of such person to the Service Provider in writing. SARS may from time to time change the Designated Person, in which event SARS must give the Service Provider at least 24 hours’ written notice of such change; provide the Service Provider with timeous management decisions and any necessary approvals or authorisations to enable the Service Provider to fulfil its obligations under this Agreement; make available to the Service Provider all relevant information and data at its disposal, which is reasonably required for the rendering of the Services; monitor and review the Service Provider’s performance in terms of this Agreement. SARS however, reserves the right subject to Applicable Law, to appoint a third party to monitor and review the Service Provider’s performance in terms of this Agreement The Service Provider shall present Deliverables to SARS for acceptance and signoff. Should SARS not accept a Deliverable- SARS will provide the Service Provider with written notice of its non-acceptance, as well as reasons thereof; The Service Provider undertakes to avail itself to liaise with SARS regarding any query relating to a Deliverable; The Service Provider must, at its own cost, correct any deficiencies raised by SARS within five (5) Business Days (or such other shorter period as the circumstances may require) of receiving the notice from SARS, where after the Deliverable must be resubmitted to SARS for another review; In the event a deficiency/ies is still not corrected by the Service Provider after the first resubmission, SARS may, at its sole discretion, elect to: direct the Service Provider to continue its efforts to make the Deliverable acceptable to SARS, in which event the Service Provider shall continue such efforts at its own cost; invoke step-in rights as contemplated in clause 23 below; or reject the Deliverable for non-conformity and declare a dispute to be dealt with in terms of clause 16 below.

Service Provider’s Obligations. The Service Provider must- ensure that it maintains its accreditation with Quality Council for Trade and Occupations for the duration of this Agreement. ensure that the Key Account Manager contemplated in its bid proposal is duly assigned as such, and assumes the attendant role and responsibilities for the duration of this Agreement; ensure that Key Personnel is properly registered, licensed or accredited with the appropriate Regulatory Authorities and remain so registered for the duration of this Agreement; ensure that Key Personnel or other personnel observe confidentiality and do not use any information obtained pursuant to this Agreement for any reason other than for reasons envisaged in this Agreement; execute the Services, as contemplated in the RFP; ensure continuity of Services to SARS; monitor implementation of the Services against set targets, costs and timeframes; carry out all written and reasonable instructions received from SARS timeously and in a diligent manner; ensure that the Key Personnel devote such time, attention and skill in executing the Services as may be reasonably required for the proper discharge of its duties under this Agreement; not change or replace the Key Personnel without the prior written consent of SARS, and in this regard- The Service Provider may make a written request to SARS to replace a member of its Key Personnel, where such member has become incapacitated and/or unable to perform his/her duties under the Agreement; The Service Provider’s request to SARS for the substitution of the Key Personnel shall include the reason for the request and a proposal to replace the Key Personnel with a person of equal or better qualification(s),skills and experience. Such proposal must include the curriculum vitae of the proposed substitute; SARS may only approve a substitute which has similar or better qualifications, skills and experience; and Should SARS in its discretion reasonably consider a member of the Key Personnel to be incompetent or unsatisfactory, the Service Provider will have to replace at its cost, that member with one having equal or better qualification(s), skills and experience and in line with the timeframes then stipulated by SARS; charge fees for Services rendered to SARS in accordance with the SARS approved pricing; provide the Services in accordance with the highest professional standards; act impartially and ethically at all times, and where applicable, act in accordance with the code of ethics / conduct of its profession; exercise reasonable care and diligence in the discharge of its obligations in terms of the Agreement; take Commercially Reasonable Efforts to prevent, overcome and mitigate any adverse effects that might ensue, to the extent required to achieve the relevant outcome; ensure that it adheres to written and reasonable requests or instructions of the Designated Representative, in so far as same are lawful and consistent with this Agreement; implement the approved skills transfer plan to designated employees of SARS. The Service Provider must, in this regard obtain the written approval must within five days of the Designated Representative prior Commencement Date, prepare from the high level delivery plan contemplated in the RFP, a detailed implementation plan for submission to SARS. SARS shall consider, comment on and approve the project implementation plan in writing within ten (10) days of receipt thereof. The said implementation plan must comply with the minimum requirements below: The implementation plan must reflect – the sequence and timing of deliverables by the Service Provider; any information or directive required of SARS by the Service Provider; and any other information, which may be relevant according to the professional judgment of the skills transfer planService Provider: Provided it is relevant to the Services. The Service Provider must render the Services in line with the Service Provider’s accepted methodology approved project implementation plan, and approach contemplated may not vary or deviate from the project implementation plan without the prior written consent of SARS, in which event SARS shall not be obliged to pay any costs or fees associated with any unapproved variations or deviations from the RFPproject implementation plan. The Service Provider must co-operate as may be requested by SARS, to enable SARS to, amongst other things, comply with an enquiry from a Regulatory Authority. For the duration of this Agreement and for a period of five (5) years after termination, and subject to Applicable Law, the Service Provider must maintain a record of the Services executed. The Service Provider must provide SARS and its auditors access at reasonable times, and subject to reasonable written notice, to information, records and documentation relating to the Services or this Agreement for the purpose of performing audits, examinations and inspections in order to verify the Service Provider’s compliance with the terms of this Agreement and/or to enable SARS to comply with the requirements of any Regulatory Authority. All costs incurred in performing audits under this clause will be borne by SARS, unless audit findings reveal the Service Provider’s non-compliance with the terms of this Agreement and/or requirements of a Regulatory Authority or similar institution having jurisdiction over SARS and/or the Service Provider, in which event such costs will be borne by the Service Provider. SARS’ OBLIGATIONS SARS must- in writing, on Commencement Date, nominate a Designated Representative, and communicate the names and contact details of such person to the Service Provider in writing. SARS may from time to time change the Designated Person, in which event SARS must give the Service Provider at least 24 hours’ written notice of such change; provide the Service Provider with timeous management decisions and any necessary approvals or authorisations to enable the Service Provider to fulfil its obligations under this Agreement; make available to the Service Provider all relevant information and data at its disposal, which is reasonably required for the rendering of the Services; monitor and review the Service Provider’s performance in terms of this Agreement. SARS however, reserves the right subject to Applicable Law, to appoint a third party to monitor and review the Service Provider’s performance in terms of this Agreement The Service Provider shall present Deliverables to SARS for acceptance and signoff. Should SARS not accept a Deliverable- SARS will provide the Service Provider with written notice of its non-acceptance, as well as reasons thereof; The Service Provider undertakes to avail itself to liaise with SARS regarding any query relating to a Deliverable; The Service Provider must, at its own cost, correct any deficiencies raised by SARS within five (5) Business Days (or such other shorter period as the circumstances may require) of receiving the notice from SARS, where after the Deliverable must be resubmitted to SARS for another review; In the event a deficiency/ies is still not corrected by the Service Provider after the first resubmission, SARS may, at its sole discretion, elect to: direct the Service Provider to continue its efforts to make the Deliverable acceptable to SARS, in which event the Service Provider shall continue such efforts at its own cost; invoke step-in rights as contemplated in clause 23 below; or reject the Deliverable for non-conformity and declare a dispute to be dealt with in terms of clause 16 belowAgreement.

Service Provider’s Obligations. The Service Provider must- shall- ensure that the Key Account same Senior Accounts Manager contemplated in its bid proposal Proposal is duly assigned as such, and assumes the attendant role and responsibilities for the duration of this Agreement; ensure that Key Personnel or other personnel observe confidentiality and do not use any information obtained pursuant to comply with this Agreement for any reason other than for reasons envisaged in this Agreement; execute executing the Services, as contemplated in the RFP; monitor implementation ensure continuity of the Services against set targetsto SARS, costs and timeframes; carry out all written and reasonable instructions received from SARS timeously and in a diligent manner; ensure further that the Key Personnel devote such time, attention and skill in executing performing the Services as may be reasonably required for the proper discharge of its duties under this Agreement; not change or replace the Key Personnel without for the duration of this Agreement, except with the prior written consent of SARS, and in . In this regard- regard: The Service Provider may make a written request to SARS to replace a member of its Key Personnel, where such member has become incapacitated and/or unable to perform his/her duties under the Agreement; The Service Provider’s request to SARS for the substitution of the Key Personnel shall include the reason for the request request, and a proposal to replace the Key Personnel with a person of equal or better qualification(s),skills qualification(s) and experience. Such proposal must include the curriculum vitae Curriculum Vitae of the proposed substitute; SARS may only approve a substitute which has similar or better qualifications, skills and experience; and Should SARS SARS, in its discretion reasonably consider a member of the Key Personnel to be incompetent or unsatisfactory, the Service Provider will have to replace at its cost, that member with one having equal or better qualification(s)credentials, skills and experience and in line with the timeframes then stipulated by SARS; charge fees for Services rendered to SARS in accordance with the SARS approved pricing; provide the Services to SARS with due care, skill and diligence in accordance with the highest professional standardsservice standards and principles; act impartially and ethically at all times, and where applicable, act in accordance with the code of ethics / conduct of its profession; exercise reasonable care and diligence in monitor the discharge of its obligations in terms implementation of the AgreementAgreement against set targets, costs and timeframes; take Commercially Reasonable Efforts to prevent, overcome and mitigate any adverse effects that might ensue, to the extent required to achieve the relevant outcome; ensure that it adheres to written and reasonable requests or instructions of by the Designated RepresentativeSARS Authorised Representative or his/her designee; at its own expense, in so far as same are lawful and consistent with this Agreement; implement the approved skills transfer plan to designated employees of SARS. The Service Provider must, in this regard regard: submit a skills transfer plan to the SARS Authorised Representative, as contemplated in the RFP; and obtain the written approval of the Designated SARS Authorised Representative or SARS representative indicated prior to implementation of the skills transfer plan. The Service Provider must render the Services in line with the Service Provider’s accepted methodology and approach contemplated in the RFP. The Service Provider must co-operate as may be requested by SARS, to enable SARS to, amongst other things, ; comply with an enquiry from a Regulatory Authority. For the duration of this Agreement and for a period of five (5) years after termination, and subject to all Applicable Law; and maintain timesheets in so far as ad hoc Services are concerned, the Service Provider must maintain which shall be in a record of the Services executed. The Service Provider must provide format approved by SARS and its auditors access at reasonable times, and subject to reasonable written notice, to information, records and documentation relating to the Services or this Agreement for the purpose of performing audits, examinations and inspections in order to verify the Service Provider’s compliance with the terms of this Agreement and/or to enable SARS to comply with the requirements of any Regulatory Authority. All costs incurred in performing audits under this clause will be borne by SARS, unless audit findings reveal the Service Provider’s non-compliance with the terms of this Agreement and/or requirements of a Regulatory Authority or similar institution having jurisdiction over SARS and/or the Service Provider, in which event such costs will be borne by the Service Provider. SARS’ OBLIGATIONS SARS must- in writing, on Commencement Date, nominate a Designated Representative, and communicate the names and contact details of such person to the Service Provider in writing. SARS may from time to time change the Designated Person, in which event SARS must give the Service Provider at least 24 hours’ written notice of such change; provide the Service Provider with timeous management decisions and any necessary approvals or authorisations to enable the Service Provider to fulfil its obligations under this Agreement; make available to the Service Provider all relevant information and data at its disposal, which is reasonably required for the rendering of the Services; monitor and review the Service Provider’s performance in terms of this Agreement. SARS however, reserves the right subject to Applicable Law, to appoint a third party to monitor and review the Service Provider’s performance in terms of this Agreement The Service Provider shall present Deliverables to SARS for acceptance and signoff. Should SARS not accept a Deliverable- SARS will provide the Service Provider with written notice of its non-acceptance, as well as reasons thereof; The Service Provider undertakes to avail itself to liaise with SARS regarding any query relating to a Deliverable; The Service Provider must, at its own cost, correct any deficiencies raised by SARS within five (5) Business Days (or such other shorter period as the circumstances may require) of receiving the notice from SARS, where after the Deliverable must be resubmitted to SARS for another review; In the event a deficiency/ies is still not corrected by the Service Provider after the first resubmission, SARS may, at its sole discretion, elect to: direct the Service Provider to continue its efforts to make the Deliverable acceptable to SARS, in which event the Service Provider shall continue such efforts at its own cost; invoke step-in rights as contemplated in clause 23 below; or reject the Deliverable for non-conformity and declare a dispute to be dealt with in terms of clause 16 below.

Service Provider’s Obligations. The Service Provider must comply with the following obligations- Service Provider’s Personnel The Service Provider must- ensure that the Key Account Manager Service Provider’s Personnel contemplated in its bid proposal is Proposal are duly assigned as such, and assumes assume the attendant role and responsibilities for the duration of this Agreement; ensure that Key the Service Provider’s Personnel or other personnel observe confidentiality and do not use any information obtained pursuant to this Agreement for any reason other than for reasons envisaged in this Agreement; execute the Services, as contemplated in the RFP; monitor implementation of the Services against set targets, costs and timeframes; carry out all written and reasonable instructions received from SARS timeously and in a diligent manner; ensure that the Key Service Provider’s Personnel devote such time, attention and skill in executing the Services as may be reasonably required for the proper discharge of its duties under this Agreement; and not change or replace the Key Personnel Fielded Personnel, without the prior written consent of SARS, SARS and in this regard- The Service Provider may make a written request to SARS to replace a member of its Key Personnel, Fielded Personnel where such member person has become incapacitated and/or unable to perform his/her duties under the Agreement; The Service Provider’s request to SARS for the substitution of the Key Personnel contemplated above shall include the reason for the request and a proposal to replace the Key Personnel with a person of equal or better qualification(s),skills qualification(s), skills and experience. Such proposal must include the curriculum vitae of the proposed substitute; SARS may only approve a substitute which has similar or better qualifications, skills and experience; and Should SARS SARS, in its discretion reasonably consider a member any of the Key Fielded Personnel to be incompetent or unsatisfactory, the Service Provider will have to replace the affected person at its own cost, that member with one a person having equal or better qualification(s)qualifications, skills and experience and in line with the timeframes then stipulated by SARS; charge fees for Services rendered to SARS in accordance with the SARS approved pricing; provide the Services in accordance with the highest professional standards; act impartially and ethically at all times, and where applicable, act in accordance with the code of ethics / conduct of its profession; exercise reasonable care and diligence in the discharge of its obligations in terms of the Agreement; take Commercially Reasonable Efforts to prevent, overcome and mitigate any adverse effects that might ensue, to the extent required to achieve the relevant outcome; ensure that it adheres to written and reasonable requests or instructions of the Designated Representative, in so far as same are lawful and consistent with this Agreement; implement the approved skills transfer plan to designated employees of SARS. The Service Provider must, in this regard obtain the written approval of the Designated Representative prior to implementation of the skills transfer plan. The Service Provider must render the Services in line with the Service Provider’s accepted methodology and approach contemplated in the RFP. The Service Provider must co-operate as may be requested by SARS, to enable SARS to, amongst other things, comply with an enquiry from a Regulatory Authority. For the duration of this Agreement and for a period of five (5) years after termination, and subject to Applicable Law, the Service Provider must maintain a record of the Services executed. The Service Provider must provide SARS and its auditors access at reasonable times, and subject to reasonable written notice, to information, records and documentation relating to the Services or this Agreement for the purpose of performing audits, examinations and inspections in order to verify the Service Provider’s compliance with the terms of this Agreement and/or to enable SARS to comply with the requirements of any Regulatory Authority. All costs incurred in performing audits under this clause will be borne by SARS, unless audit findings reveal the Service Provider’s non-compliance with the terms of this Agreement and/or requirements of a Regulatory Authority or similar institution having jurisdiction over SARS and/or the Service Provider, in which event such costs will be borne by the Service Provider. SARS’ OBLIGATIONS SARS must- in writing, on Commencement Date, nominate a Designated Representative, and communicate the names and contact details of such person to the Service Provider in writing. SARS may from time to time change the Designated Person, in which event SARS must give the Service Provider at least 24 hours’ written notice of such change; provide the Service Provider with timeous management decisions and any necessary approvals or authorisations to enable the Service Provider to fulfil its obligations under this Agreement; make available to the Service Provider all relevant information and data at its disposal, which is reasonably required for the rendering of the Services; monitor and review the Service Provider’s performance in terms of this Agreement. SARS however, reserves the right subject to Applicable Law, to appoint a third party to monitor and review the Service Provider’s performance in terms of this Agreement The Service Provider shall present Deliverables to SARS for acceptance and signoff. Should SARS not accept a Deliverable- SARS will provide the Service Provider with written notice of its non-acceptance, as well as reasons thereof; The Service Provider undertakes to avail itself to liaise with SARS regarding any query relating to a Deliverable; The Service Provider must, at its own cost, correct any deficiencies raised by SARS within five (5) Business Days (or such other shorter period as the circumstances may require) of receiving the notice from SARS, where after the Deliverable must be resubmitted to SARS for another review; In the event a deficiency/ies is still not corrected by the Service Provider after the first resubmission, SARS may, at its sole discretion, elect to: direct the Service Provider to continue its efforts to make the Deliverable acceptable to SARS, in which event the Service Provider shall continue such efforts at its own cost; invoke step-in rights as contemplated in clause 23 below; or reject the Deliverable for non-conformity and declare a dispute to be dealt with in terms of clause 16 below.