(i) is supplemental to the Contract and specifies Valeport requirements for Supplier to comply with in performance of the Contract; and (ii) shall remain in force for the longer of either (a) the duration of the Contract; or (b) until such time as any continuing obligations of the Supplier have ceased.
1.1. “Contract” means the agreement entered into between Valeport and Supplier for the supply of certain products and services. 1.2. “Bribery Laws” means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent laws in any other relevant jurisdiction. 1.3. “Supplier” means the person (legal or natural) who is party to and performs the Contract entered into with Valeport. 1.4. “Supplier Associated Persons” means all or any of the following: 1.4.1. persons associated with the Supplier (“Supplier’s Associates”); and 1.4.2. persons associated with any of the Supplier’s Associates, in each case, involved in performing services for or on behalf of the Supplier in connection with the Services and the Contract.
1.5. “Valeport” refers to Valeport Limited a private limited company registered in England and Wales under Company number 01950444 and references to persons associated with Valeport include all companies in the same group of companies of which it forms part.
2.1. For the purposes of this clause 2 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and guidance published under it. 2.2. The Supplier shall ensure that it and each person referred to in clauses 2.2.1 to 2.2.3 (inclusive) does not, by any act or omission, place Valeport in breach of any Bribery Laws. The Supplier shall comply with all applicable Bribery Laws in connection with the performance of the Contract, ensure that it has in place adequate procedures to prevent any breach of this clause 2 and ensure that: 2.2.1. all of its employees, workers, subcontractors and/or other members of its supply chain; 2.2.2. all Supplier Associated Persons; and 2.2.3. each person employed by or acting for or on behalf of any of those persons referred to in clauses 2.2.1 and/or 2.2.2, involved in performing the Contract so comply.
2.3. Without limitation to clause 2.2, the Supplier shall not in connection with the performance of the Contract make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf. 2.4. The Supplier shall immediately notify Valeport as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 2. 2.5. The Supplier shall provide ongoing training for its employees, workers and any third party contractors to ensure compliance with the terms of this Policy. 2.6. Any breach of this clause 2 shall be deemed a material breach of the Contract by the Supplier that is not remediable and entitle Valeport to immediately terminate the Contract.