Notice: All services are rendered, contracted, and accounted for exclusively by DEBORAH OGECHI PROJECT MANAGEMENT SERVICE CO LLC (UAE) as the principal operating entity.
DEB-LINK COMMUNICATION LTD and any regional sister affiliates under common ownership act strictly as limited-risk local collection agents pursuant to a formal intercompany agreement.
Standard billings are benchmarked in USD/NGN/others and converted to AED for final settlement and regulatory compliance in the United Arab Emirates.Preamble / Recitals:
The operational and economic hub for all international service delivery is now established in the United Arab Emirates under DEBORAH OGECHI PROJECT MANAGEMENT SERVICE CO LLC (“the Principal”).
To ensure statutory compliance with the UAE Federal Tax Authority (FTA) and Nigeria’s Federal Inland Revenue Service (FIRS) under OECD Transfer Pricing Guidelines, the parties have instituted a formal PrincipalโAgent framework.
Under this framework, DEB-LINK COMMUNICATION LTD functions exclusively as a limited-risk collection agent, while the Principal retains all operational, contractual, and commercial risks.
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INTERCOMPANY BILLING, COLLECTION, AND ADMINISTRATIVE SERVICES AGREEMENT
(Related Party / Common Control Arrangement)
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1. DEBORAH OGECHI PROJECT MANAGEMENT SERVICE CO LLC (UAE) โ “The Principal”
2. DEB-LINK COMMUNICATION LTD (Nigeria) โ “The Collection Agent”
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This Agreement is made and entered into on December 1, 2024, by and between:
1. DEBORAH OGECHI PROJECT MANAGEMENT SERVICE CO LLC, a limited liability company incorporated under the laws of the United Arab Emirates, having its principal place of business at ู ูู ุดุฑูุฉ ุจูุณุช ููุณุชุซู ุงุฑุงุช )ุด.ุฐ.ู .ู (- ููุฑ ุงูุนูุฒ ุดุฑู .20-185M ู ูุชุจ (hereinafter referred to as the “Principal / Primary Operating Entity”); and
2. DEB-LINK COMMUNICATION LTD, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria, having its registered office at 27/29 Tafawa Balewa Crescent, Surulere, Lagos (hereinafter referred to as the “Affiliate Collection Agent”).
(Individually referred to as a “Party” and collectively as the “Affiliated Parties” or “Related Parties” under common beneficial ownership).
RECITALS:
A. WHEREAS, the Affiliated Parties are enterprises under common ultimate beneficial ownership and control;
B. WHEREAS, the Principal is the operating entity responsible for the management, execution, delivery, and economic risk of project management and business consultancy services rendered globally;
C. WHEREAS, the Affiliate Collection Agent maintains local domestic payment collection infrastructure in Nigeria;
D. WHEREAS, for commercial convenience and operational efficiency, the Principal desires to engage the Affiliate Collection Agent strictly to receive local currency (NGN) collections from Nigerian clients on behalf of the Principal, and the Affiliate Collection Agent agrees to act in such limited fiduciary capacity on an arm’s-length basis;
NOW, THEREFORE, the Parties agree as follows:
1. SCOPE OF APPOINTMENT & LIMITATION OF AUTHORITY
1.1 The Principal appoints the Affiliate Collection Agent as a limited, non-exclusive local billing and collection support provider in the Federal Republic of Nigeria.
1.2 The Affiliate Collection Agent shall NOT have any authority to market, negotiate, bind, or conclude commercial contracts on behalf of the Principal. All service contracts remain strictly between the end client and the Principal.
1.3 The Affiliate Collection Agent performs routine, low-risk administrative functions and bears no operational, performance, or credit risk relating to the underlying client contracts.
2. FIDUCIARY HOLDING & SETTLEMENT OF FUNDS
2.1 All funds collected by the Affiliate Collection Agent from clients of the Principal are received strictly in a fiduciary, pass-through capacity and remain the sole legal and beneficial property of the Principal.
2.2 The Affiliate Collection Agent shall not treat customer collections as its own trading revenue. Such inflows shall be accounted for as balance sheet pass-through liabilities (“Amounts Due to Related Party / Affiliate”).
2.3 The Affiliate Collection Agent shall reconcile and remit net accumulated collections to the Principalโs nominated bank account or through approved commercial settlement channels on a [Monthly / Quarterly] basis.
3. TRANSFER PRICING & ARM’S-LENGTH REMUNERATION
3.1 In accordance with Article 34 of the UAE Corporate Tax Law (Federal Decree-Law No. 47 of 2022) and the Nigerian Income Tax (Transfer Pricing) Regulations, the Parties agree that the services provided under this Agreement shall be compensated at Arm’s Length.
3.2 In consideration for local administrative and collection services, the Principal shall pay the Affiliate Collection Agent a service fee calculated on an arm’s-length Cost-Plus method [e.g., direct verifiable local operational/banking expenses + a 5% to 10% administrative mark-up, OR a fixed monthly retainer of $200 USD equivalent in NGN].
3.3 This administrative service fee constitutes the only taxable income of the Affiliate Collection Agent arising from this arrangement for Nigerian Companies Income Tax (CIT) purposes.
4. TAX REPORTING & FINANCIAL ALIGNMENT
4.1 The Principal shall recognize and report 100% of the gross underlying service revenues within its financial statements for UAE Corporate Tax filings submitted to the Federal Tax Authority (FTA).
4.2 The Affiliate Collection Agent shall file its statutory tax returns with the Federal Inland Revenue Service (FIRS) in Nigeria, declaring the intercompany administrative fee as its gross assessable income and maintaining records showing client collections as pass-through receipts.
4.3 Both Parties agree to maintain necessary transfer pricing documentation, intercompany ledgers, and proof of transactions to substantiate the arrangement upon regulatory request.
5. CURRENCY CONVERSION
5.1 Service invoices issued to clients are benchmarked in US Dollars (USD) or United Arab Emirates Dirhams (AED).
5.2 Any Nigerian Naira (NGN) equivalents collected by the Affiliate Collection Agent shall be recorded at prevailing commercial exchange rates on the date of transaction and reconciled accordingly in the intercompany accounts.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their authorized representatives as of the date first set forth above.
For: DEBORAH OGECHI PROJECT MANAGEMENT SERVICE CO LLC (UAE)
Name: Deborah Ogechi Durunwa
Title: Owner/Managing Director/Shareholder
For: DEB-LINK COMMUNICATION LTD (Nigeria)
Name: EZE Williams
Title: Director / Shareholder