Notwithstanding any other provision of these ASK4: Compliance Requirements, You shall comply with and abide by all applicable laws (including the Bribery Act 2010, Control of Asbestos Regulations 2012, The Health and Safety at Work etc. Act 1974, Housing Act 1988, Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, Proceeds of Crime Act 2002 and the Immigration Act 2014).

1.             Definitions

“Anti-Bribery and Conduct Provisions” means the provisions contained in clause 2 of these requirements.

“Anti-Human trafficking and Forced Labour Provisions” means the provisions of clause 5 of these requirements.

“Economic Sanctions” means any trade, economic or financial sanctions or trade embargoes imposed from time to time by any Sanction Authority, including any sanction applied in respect of a particular type of economic activity, including sectoral sanctions.

“Governmental Authority” means any supra national, national, federal, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority of the same) or any quasi-governmental, industry or trade or private entity or person exercising any regulatory or quasi regulatory, taxing, importing or other governmental or quasi-governmental power or authority, including securities exchanges and competition authorities, as well as any entity that is majority controlled by any of the foregoing.

“Government Official” means any officer, employer, agent, or representative of any Governmental Authority, any candidate for public office and any official or representative of a political party.

“Representatives” means any officers, directors, agents, contractors (including sub-contractors) and employees of You or other persons acting for the benefit of or on behalf of You.

“Restricted Party” means any person or entity that at the time any relevant action was taken was:

(A)        listed on, or owned or controlled by a body or person listed on any of the lists of specifically designated nationals or designated persons or entities (or equivalent) maintained and published by a Sanction Authority, whether in relation to all economic or trade activities or only a particular type of economic activity, including a sector activity;

(B)        the government of a Sanctioned Country or a Governmental Authority of a Sanctioned Country; or

(C)        a national or resident of or legal entity formed or existing or operating under the laws of a Sanctioned Country.

“Sanction Authority” means any Governmental Authority in any jurisdiction in which You operates or provides services to ASK4, as well as (i) any Governmental Authority in the United States (including the US State Department, the US Department of Commerce and the US Department of the Treasury (and in particular, the Office of Foreign Assets Control), (ii) the United Nations Security Council, and (iii) the European Union.

“Sanction Provisions” means the provisions of clause 3 of these requirements.

“Sanctioned Country” means Cuba, Iran, Libya, North Korea, South Sudan, Sudan or Syria or any other country which has been identified as being subject to country-wide Economic Sanctions by a Sanction Authority.

“Supplier Personnel” means employees, consultants, agents, independent contractors and Subcontractors, and any employee or contractor supplied by You to provide services.

1.1.1        You shall at Your own cost register and maintain compliance with the ASK4 supplier requirements in respect of onboarding, including the following, as applicable:

(a)        completing the prequalification forms;

(b)        responding to audit questions;

(c)        providing health and safety program documentation;

(d)        providing a bank account verification letter;

(e)        providing evidence of company and tax registration;

(f)         providing modern slavery statements (or other evidence of compliance);

(g)        providing ESG statements;

(h)        providing evidence of company and tax registration; and

(i)         providing evidence of insurances at the levels and on the terms required by ASK4.

1.1.2        You shall use reasonable endeavours to be in full compliance prior to entering into this Agreement or shortly thereafter.

1.1.3        You shall maintain such compliance status throughout the Term and You acknowledge that renewal is a requirement in order to continue as an approved Supplier of ASK4.

1.1.4        If You are providing any type of goods and/or services which requires You to send a representative out to where any Services are to be performed, You must have a current certificate(s) of insurance on file and available to ASK4 upon request. The certificate(s) of insurance must remain current and any lapse in coverage will result in the termination of future purchases of goods and services.

2.             Anti-bribery and Conduct Provisions

2.1           You certify, represent and undertake that:

2.1.1        neither You, nor any of Your Representatives, has violated or will violate (i) the anti-bribery principles embodied in the United Nations Convention against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any applicable national anti-bribery laws, regulations, rules, executive orders or government guidance; or (ii) the Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010 (collectively, the “Anti-Bribery Laws”); and

2.1.2        You will operate its business and conduct its activities as if it were subject to the provisions of the Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010.

2.2           You certify, represent and undertake that neither You, nor any of Your Representatives, has or will, directly or indirectly, offer, receive, promise, authorize, solicit, pay, make a gift or give anything of value (including money) to:

2.2.1        influence any acts, decisions, or omissions made by any Government Official or any other person or entity to obtain or retain business or secure an improper business advantage;

2.2.2        induce any person or entity to act improperly in violation of such person’s or entity’s duty;

2.2.3        induce any Government Official, or any other person or entity to use influence with a Government Authority or any other person or entity to commit an improper act or to obtain or retain business; or

2.2.4        have the purpose or effect of public or commercial bribery, acceptance or acquiescence in extortion, kickbacks or any other unlawful or improper means of obtaining or retaining business.

2.3           You certify and represent that:

2.3.1        no ownership interest, direct or indirect, in You is held or controlled by or for the benefit of any Government Authority, Government Official or any immediate relatives of a Government Official; and

2.3.2        none of its Representatives is a Government Authority or Government Official.

2.4           You will notify ASK4 promptly if this changes or is likely to change.

3.             Sanctions Provisions

3.1           You certify and represent that You have not:

3.1.1        sold products or provided services or technology or purchased products or received services or technology, including credit and financial services or products, to or from any Sanctioned Country or Restricted Party in contravention of an Economic Sanction;

3.1.2        imported, exported or facilitated the import or export of any product, service or technology, including credit and financial services and products, from or to any Sanctioned Country or Restricted Party in contravention of an Economic Sanction; or

3.1.3        otherwise engaged in any financial or other business transaction with any Sanctioned Country or Restricted Party in contravention of an Economic Sanction.

3.2           You undertake that You will not do or assist in the doing of any of the actions listed in this clause 3.

4.             Criminal Finances Act 2017

ASK4 does not tolerate tax evasion and is committed to ensuring that none of its employees, agents or third party suppliers engages in tax evasion. You understand and acknowledge ASK4 policy in this area and is similarly committed to preventing tax evasion by its employees, agents or other third party suppliers. You further acknowledge that You understand Your responsibilities under Part 3 of the Criminal Finances Act 2017 (“Part 3”) and that You have put in place reasonable prevention procedures (as referred to in Part 3) to ensure that neither Your employees, nor Your agents, nor Your relevant third party suppliers will commit the criminal offences referred to in Part 3. On reasonable notice given to You by ASK4, You will provide ASK4 such information and assistance as it may reasonably require enabling it to satisfy itself that You are complying with Part 3.

5.             Anti-Human Trafficking and Forced Labour Provisions

5.1           You certify, represent and undertake that:

5.1.1        neither You, nor any of Your Representatives, has violated or will violate domestic or international anti-human trafficking or forced labour laws including, but not limited to, the (i) UK Modern Slavery Act 2015; (ii) California Transparency in Supply Chains Act; (iii) U.S. Government’s Federal Acquisition Regulation on Ending Trafficking in Persons; (iv) the Forced Labour Convention, 1930 (No. 29); (v) Abolition of Forced Labour Convention, 1957 (No. 105); or (vi) any applicable anti-human trafficking or labour laws in which it conducts business.

5.1.2        YouIn the event You violate domestic and/or international anti-human trafficking or forced labour laws in any jurisdiction, You shall provide notice to ASK4 of the occurrence of an investigation, formal complaint, or claim, as it pertains to the potential, direct, or indirect violation(s) of law.  You agree to provide notice to ASK4 within thirty (30) days of such investigation, formal complaint, or claim.

6.             Equality Act 2010

6.1.1        You hereby acknowledge and accept ASK4 policy to treat all residents, prospective residents and their guests in a fair, professional manner without regard to age, disability, race, nationality, ethnic or national origin, religion, belief or lack of religion/belief, sex, sexual orientation, being pregnant or having a child, being or becoming a transsexual person, and in accordance with all jurisdictional guidelines, and furthermore, You accept the responsibility to train Your employees to comply with such.

6.1.2        If You fail to adhere to ASK4 Equality Policy and the Equality Act 2010, ASK4 may terminate this Agreement with immediate effect.

7.             Screening of Workers

7.1.1        You agree to exercise due diligence in not placing any Supplier Personnel or other employees, labourers or subcontractors to carry out the Services at ASK4 client sites without a DBS certificate (or local equivalent) which:

(a)        is dated not more than 12 months prior to that individual(s) commencing the Services;

(b)        has been checked and signed off in accordance with Your internal polices; and

(c)        is renewed at least every 3 years from the date of issue of the previous DBS certificate, to the extent the individual(s) continues to work with You to provide the Services.

7.1.2        You understand that it is Your own duty to use responsible hiring practices and acknowledges ASK4 policy regarding the background screening of its labour force.

8.             Additional Provisions

8.1           You certify and represent that as of the date of this Agreement there is no allegation, charge, proceeding or investigation of or request for information from You or any of Your Representatives by any Governmental Authority regarding any actual or potential violation of these requirements.  You will immediately inform ASK4 if this changes or is likely to change.

8.2           You certify, represent and undertake that all payments made in connection with the performance of this Agreement will be:

8.2.1        properly and accurately recorded in its books and records, including amount, purpose and recipient;

8.2.2        maintained in accordance with its internal procedures along with supporting documentation; and

8.2.3        maintained in accordance with all other applicable laws relating to the preparation and maintenance of books, records or accounts,

in each case in a manner that provides sufficient assurance that all transactions of You are recorded in such form and manner as will permit compliance with these requirements.

8.3           You certify and represent that neither You, nor any of Your Representatives, has:

8.3.1        circumvented any internal accounting controls;

8.3.2        falsified any books, records or accounts;

8.3.3        established or maintained any fund or asset that has not been recorded in the books and records of any such entity; or

8.3.4        attempted to coerce or fraudulently influence, an accountant in connection with any audit, review or examination of the financial statements of You.

You undertake that You will not engage in any of the above activities during the term of this Agreement.

8.4           ASK4 and its authorized representatives may audit, examine and make copies of Your books, records, accounts and any other documents that relate to this Agreement in whatever form they may be kept to verify compliance with these requirements.  You will keep and preserve all such records and accounts throughout the term of this Agreement and for (i) three years after the expiration or termination of this Agreement or (ii) the length of time dictated by Your data retention policies (whichever is the greater). You agree to cooperate fully with such investigations, the scope, method, nature and duration of which shall be at the sole discretion of ASK4. The rights contained in this clause must be explicitly included in any subsequent subcontracts or agreements formed between You and any Representatives in connection with the performance of this Agreement.

8.5           You will provide, or at ASK4 request will allow ASK4 to provide, anti-bribery and anti-corruption training to the employees of Supplier and to the employees of any sub-contractors who provide services under this Agreement.

8.6           You certify, represent and undertake that You and Your Representatives have and will continue to have adequate policies, procedures and controls (including a whistle-blowing procedure) in place to ensure services under this Agreement are in compliance with these requirements, including but not limited to, policies and procedures relating to (i) accounting or financial transactions, (ii) training of personnel and (iii) due diligence on third parties. All Representatives of You have been made aware of these policies, procedures and controls. You will promptly deliver to ASK4 a copy/details of these policies, procedures and controls upon written request.

8.7           If You learn of or have reason to suspect any violation of these requirements in connection with the performance of this Agreement, You will immediately advise ASK4 by way of written notice of Your knowledge or suspicion. You undertake:

8.7.1        to commence an investigation and take immediate steps to suspend any illegal or unethical activity specified in such notice pending the results of the investigation;

8.7.2        to cooperate fully in any ASK4 investigation to determine if there has been a violation of these requirements in connection with the performance of this Agreement and as soon as practicable thereafter, but in no event later than 90 days after delivery of such notice, You will report the method, scope and results of such investigation to ASK4 General Counsel report will include a proposed cure for any violation or possible violation specified in such report. You will also conduct any additional investigation and revise any such proposed cure as necessary to obtain the approval of ASK4 within a reasonable period of time after presenting such report to ASK4 and You will adopt and implement any proposed cure so approved by ASK4; and

8.7.3        that ASK4 may disclose information relating to probable violation of the Anti-Bribery Provisions, including the existence and terms of this Agreement, to the relevant Government Authority and to any other person or entity that ASK4 or its legal counsel determines has a legitimate need to know.

8.8           In the event that ASK4 should believe, acting in good faith, that You or any of Your Representatives has violated any of these requirements in any way that may subject ASK4 to liability or to a material loss of reputation, ASK4 will have the unilateral right exercisable immediately upon written notice to You to:

8.8.1        end ASK4 obligation to pay the compensation set forth in this Agreement; and/or

8.8.2        terminate this Agreement immediately.

8.9           You will hold ASK4 harmless and indemnify ASK4 and will keep ASK4 held harmless and indemnified for all losses and expenses arising out of or in connection with the breach of any of these requirements.  You will, in particular, hold ASK4 harmless and indemnify ASK4 and keep ASK4 held harmless and indemnified against any reasonable third-party costs (including reasonable legal fees and other professional fees and expenses), fines, damages and other out-of-pocket monetary liabilities (including the repayment of revenues or profits) suffered or incurred by, or imposed on, ASK4, arising out of or in connection with the existence, findings or outcome of any complaint, investigation or proceeding involving Your compliance with these requirements.  In the event that any provision of this indemnity is void or unenforceable by reason of any provision of applicable law, such provision will be deemed to be modified to the extent necessary to render it legal, valid and enforceable.  If no such modification is possible, it will be deleted and the remaining provisions of this indemnity will continue in full force and effect and if necessary, be so amended as is necessary to give effect to the spirit of this indemnity so far as possible.

8.10         ASK4 may conduct ongoing due diligence on You (the scope, method, nature and duration of which shall be at the sole reasonable discretion of ASK4). You agree to cooperate fully with any ongoing due diligence and agree to respond promptly and accurately to any due diligence request for information or documents.

8.11         You will provide ASK4 at least annually or upon ASK4's request with a certificate confirming compliance with these requirements.