- The Customer / Client / Supplier / Service Provider / Vendor / Lessor / Lessee / Partner / Agent / Subcontractor (hereinafter – the Company) represents to UAB “KlasJet” (hereinafter – KlasJet), warrants and undertakes that:
- Neither the Company nor any of its directors, officers, employees, contract workers, assigned personnel, subsidiaries nor, to the best of the knowledge of the Company (having made due and careful enquiry), any agent, subcontractor, supplier or affiliate or other person associated with or acting on behalf of the Company is an individual or entity (the Person) that is, or is acting on behalf or for the benefit of the Person that is, or is owned or controlled by the Persons that are:
- currently the subject or the target of any economic, financial or trade sanctions laws, regulations, embargoes or restrictive measures imposed, administered or enforced from time to time by the United States of America, the United Nations, the European Union, the United Kingdom, the jurisdictions where KlasJet and the Company are incorporated, carry out business or this Agreement is performed or any governmental or regulatory authority, institution or agency of any of the foregoing, including but not limited to the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the Bureau of Industry and Security of the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the Council of the European Union, HM Treasury or other relevant sanctions authority (including but not limited to the designation in the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons List maintained by the US Department of Commerce, the UK Sanctions List, and the OFSI Consolidated List maintained by HM Treasury, or any other list issued or maintained by any foregoing sanctions authorities of persons subject to sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time) (collectively, the Sanctions); or
- located, organised, operating or residing in a country, region or territory that is, or whose government is, the subject or the target of the Sanctions from time to time, including but not limited to Crimea, Cuba, Iran, North Korea, Syria, Russia, Belarus, and Afghanistan;
- (each such Person is hereinafter referred to as the Sanctioned Person).
- From its date of incorporation the Company has not engaged in, is not now engaged in, nor will engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was Sanctioned Person.
- the Company shall not, directly or indirectly, use the benefit received from this Agreement including but not limited to services or goods acquired: (i) to facilitate any activities or business of or with any Person that is the Sanctioned Person; or (ii) in any other way or manner that would result in a violation of the Sanctions by KlasJet.
- the Company and any Person that may be involved by the Company in the execution and/or the performance of this Agreement or any other agreement concluded between the Company and KlasJet has complied and shall comply with all national, supra-national, local or foreign laws and regulations in relation to combatting against bribery, fraud and racketeering, corruption, money laundering and/or terrorism administered, enacted or enforced from time to time by the United States of America, the United Nations, the European Union, the United Kingdom, the jurisdiction where the Company is incorporated, carries out business or this Agreement is performed (collectively, the ABC/AML Laws) and that neither the Company nor the Person that may be involved by the Company in the execution and/or the performance of this Agreement or any other agreement concluded between the Company and KlasJet has violated, is in violation of, or will violate the ABC/AML Laws.
- the Company has not been involved, will not be involved in, or attempt to be involved in modern slavery or human trafficking or agree or attempt to assist any person who is involved in modern slavery or human trafficking in any activity which would violate the UK Modern Slavery Act 2015 or any similar applicable law or regulation.
- the Company has not received and shall not receive any convictions, findings, fines, warnings or penalties issued by any competent authority in relation to anti-bribery and corruption, anti-money laundering, modern slavery or the Sanctions.
- If at any time the Company becomes associated with potential violations of anti-bribery and corruption, anti-money laundering, modern slavery or the Sanctions regulations, the Company shall promptly, but not later than within 5 (five) calendar days, notify KlasJet thereof in order to allow KlasJet to examine the situation and assess risks, whereupon KlasJet shall be entitled to terminate this Agreement or any other agreement concluded between the Company and KlasJet pursuant to Clause 6.
- the Company shall at its own expense, comply with all laws, ordinances, rules and regulations (including but not limited to the 10 principles of UN Global Compact and 4 fundamental principles of International Labour Organisation (ILO) and other pertaining to health, sanitation, fair trade, consumer protection or prevention of harm or damage to the natural or social environment in respect of the assets, business and operations of the Company), obtain all licenses, approvals and permits required by, and pay all taxes, fees, charges, and assessments imposed or enacted by, any governmental authority and the Company shall not take any action which will cause KlasJet to be in violation of any law, regulation or ethical standard of any applicable jurisdiction.
- the Company maintains at all times adequate systems, controls and procedures to ensure that it and its directors, officers, agents, employees, contract workers, subsidiaries, subcontractors or suppliers and any other persons associated with it comply with the Sanctions and the ABC/AML Laws.
- the Company shall promptly upon request of KlasJet supply such information and documentation as is requested by KlasJet in order for KlasJet to carry out the verification of the Company and decide on the on-boarding of the Company pursuant to the internal procedure applied by KlasJet to verify the identity of its counterparties, any Persons involved in the execution and/or performance of this Agreement or any other agreement concluded between the Company and KlasJet, their key personnel and ultimate beneficial owners, risk assessment and on-boarding (the KYC Procedure);
- Information and documentation conveyed by the Company during the KYC Procedure is true, accurate, complete and not misleading in any way and was provided without omission of any material information and the Company shall promptly, but not later than within 5 (five) calendar days, notify KlasJet of any changes to any information and documentation during the KYC Procedure or if it subsequently discovers anything which renders any such information untrue, inaccurate or misleading in any material respect, whereupon the Company shall repeatedly undergo the KYC Procedure.
- Neither the Company nor any of its directors, officers, employees, contract workers, assigned personnel, subsidiaries nor, to the best of the knowledge of the Company (having made due and careful enquiry), any agent, subcontractor, supplier or affiliate or other person associated with or acting on behalf of the Company is an individual or entity (the Person) that is, or is acting on behalf or for the benefit of the Person that is, or is owned or controlled by the Persons that are:
- The representations and warranties made by the Company in Clause 1 are continuing and shall be true at the time of execution of this Agreement or any other agreement concluded between the Company and KlasJet, as well as at all times during validity of this Agreement or any other agreement concluded between the Company and KlasJet. In case of any disagreements as to the Company’s compliance with provisions of Clause 1, the Company at its own expense shall cause to be furnished to KlasJet a legal opinion of a reputable law firm satisfactory to KlasJet, clarifying the status of the foregoing.
- the Company shall indemnify and hold KlasJet harmless against any losses, damages, fees, costs and expenses (including but not limited to any legal costs) incurred by KlasJet as well as any monetary sanctions arising out of or in connection to incorrectness, inaccuracies in any the Company representations or warranties set out in, or any failure of the Company to comply with any provisions of, Clause 1 (each, the Compliance Breach).
- Upon occurrence of any Compliance Breach, the Company shall be deemed as having committed a material breach of this Agreement or any other agreement concluded between the Company and KlasJet, whereupon KlasJet shall be entitled, by giving a written notice to the Company with immediate effect, to:
- unilaterally suspend performance of the KlasJet’s obligations under this Agreement or any other agreement concluded between the Company and KlasJet until the Compliance Breach is remedied to the full satisfaction of KlasJet;
- declare all sums owing to KlasJet under this Agreement or any other agreement concluded between the Company and KlasJet or any other agreement concluded between the Company and KlasJet immediately due and payable;
- demand that the Company reimburses, and the Company shall promptly but no later than within 5 (five) calendar days upon KlasJet’s notice reimburse, any losses, damages, fees, costs and expenses (including but not limited to any legal costs) suffered or incurred by KlasJet as a result of or in connection with any Compliance Breach; and/or
- unilaterally terminate this Agreement or any other agreement concluded between the Company and KlasJet on an out of court basis.
- The rights and remedies of KlasJet set out in Clause 4 may be exercised concurrently or in any order and are not exclusive of any other rights or remedies available to KlasJet by agreement, law or otherwise nor shall give rise to any KlasJet’s liability in connection with their exercise.
- Without prejudice to Clause 4, KlasJet shall be entitled, by giving a written notice to the Company effective immediately, to unilaterally terminate this Agreement or any other agreement concluded between the Company and KlasJet on an out of court basis if at any time KlasJet becomes aware of any relationship of the Company with the Sanctioned Person or any association of the Company in potential anti-bribery and corruption, anti-money laundering, modern slavery regulations violations, which at KlasJet’s sole discretion entail an undue financial, reputational, operational, strategic or regulatory risk to KlasJet, whereupon all sums owing to KlasJet under this Agreement or any other agreement concluded between the Company and KlasJet shall become immediately due and payable.
- With regard to the Compliance Breach which is a breach of Clause 8, KlasJet shall be entitled to terminate this Agreement or any other agreement concluded between the Company and KlasJet only if it has not been remedied by the date falling 60 (sixty) calendar days from such breach being notified by KlasJet.
