Consensus One Venture Capital Limited Partnership Deed


17. GST

17.1 Consideration exclusive of GST 
17.2 Consideration 
17.3 Tax Invoice 
17.4 Payments 
17.5 Adjustment Event 

17.1 Consideration exclusive of GST

Any consideration or payment obligation under this deed (including all amounts payable to the General Partner under this deed) is exclusive of GST unless stated otherwise.

17.2 Consideration

(a) The consideration (including any non-monetary consideration) for a Supply made under or in connection with this deed which is a Taxable Supply is increased by an additional amount or value equal to the amount of that consideration multiplied by the relevant GST rate.

(b) The additional amount under paragraph (b) is payable at the same time and in the same manner as the consideration for the Supply to which the additional amount relates.

17.3 Tax Invoice

A party who receives consideration, whether monetary or otherwise, must give the other party a Tax Invoice in a form which complies with the GST Law within 10 Business Days after the end of the month in which any consideration is paid, or an invoice issued, in relation to the Supply, whichever occurs first. 

17.4 Payments

Unless otherwise stated in this deed, the following principles apply when determining the amount of a payment under this deed:

(a) if a party is entitled under this deed to be reimbursed or indemnified by another party in respect of any loss, damage or Outgoing, paid, suffered or incurred by or any action, proceeding, claim or demand against the first mentioned party in connection with this deed, the reimbursement or indemnity payment must not include any GST component of the claim, loss or Outgoing for which an Input Tax Credit may be claimed; and

(b) if a party sets off an amount under this deed, the same principles apply to calculate the amount to be set-off, as if the amount had been paid in accordance with paragraph (a).

17.5 Adjustment Event

If an Adjustment Event occurs, the parties must do all things necessary to make sure that the Adjustment Event may be properly accounted for, including the issue of an Adjustment Note.

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