(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. the expressions ‘associated with’, ‘prevention procedures’, ‘UK Tax Evasion Offence’ and ‘Foreign Tax Evasion Offence’ shall be construed in accordance with Part 3 of the Criminal Finances Act 2017 (CFA 2017) and guidance published under it;
1.3. “Corporate Failure to Prevent Offence” means an offence under section 45 and/or section 46 of CFA 2017 and any other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to preventing the facilitation of tax evasion and any similar or equivalent laws in any other relevant jurisdiction.
1.4. “Supplier” means the person (legal or natural) who is party to and performs the Contract entered into with Valeport.
1.5. “Supplier Associated Persons” means all or any of the following:
1.5.1. persons associated with the Supplier (“Supplier’s Associates”); and
1.5.2. 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.
1.6. “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. Obligation not to Commit Tax Offences
2.1. The Supplier shall ensure that it and the Supplier Associated Persons shall not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including Valeport, of a:
2.1.1. Corporate Failure to Prevent Offence;
2.1.2. UK Tax Evasion Offence; or
2.1.3. Foreign Tax Evasion Offence,
in connection with the performance of the Services and the Contract.
2.2. The Supplier shall not and shall use all reasonable endeavours to ensure that Supplier Associated Persons shall not, solicit or engage with or take steps to solicit or engage with any person associated with Valeport to facilitate the commission of a UK Tax Evasion Offence or a Foreign Tax Evasion Offence in connection with the performance of the Services and the Contract.
2.3. The Supplier shall and shall procure that Supplier Associated Persons shall, pay, all taxes due and payable relating to all monies, remuneration, profit and value received or payable by the Supplier or Supplier Associated Persons in connection with the performance of the Services and the Contract.
2.4. Without prejudice to clause 2.1, the Supplier shall ensure that:
2.4.1. it and all relevant Supplier Associated Persons have in place such prevention procedures as it is reasonable in all the circumstances to expect the Supplier and such persons to have in place to prevent any breach of this clause 2.4 and comply with Valeport’s prevention procedures as notified to the Supplier from time to time; and
2.4.2. its own policies and other prevention procedures and those of relevant Supplier Associated Persons are endorsed by the Supplier or relevant Supplier Associated Person’s top-level management and include clear written guidance and training to each of the Supplier Associated Persons involved in providing the Services or with the Contract. Such policies and procedures shall include the following:
126.96.36.199. the procedures that each such person should follow if they are requested to facilitate a UK Tax Evasion Offence or a Foreign Tax Evasion Offence;
188.8.131.52. acceptable conduct in relation to engagement with customers, clients and Supplier Associated Persons;
184.108.40.206. risk assessments and due diligence procedures for identifying tax evasion facilitation risks in relation to customers and Supplier Associated Persons; and
220.127.116.11. the Supplier’s procedures for taking action to inform the relevant enforcement bodies or regulatory authorities about requests to facilitate a UK Tax Evasion Offence or a Foreign Tax Evasion Offence,
and the Supplier shall provide Valeport on request with copies of these policies (and prompt notice of any material changes to the same from time to time);
2.5. Without limitation to clauses 2.1 – 2.4 above, the Supplier shall:
2.5.1. ensure that all Supplier Associated Persons involved in providing the Services or with the Contract have been vetted and that due diligence has been undertaken and is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances;
2.5.2. maintain accurate and up to date records of:
18.104.22.168. any requests to facilitate any UK Tax Evasion Offence or any Foreign Tax Evasion Offence made to the Supplier or any Supplier Associated Person in connection with the Services or with the Contract either in the United Kingdom or elsewhere;
22.214.171.124. any action taken by the Supplier to inform the relevant enforcement bodies or regulatory authorities that the Supplier or any Supplier Associated Person has been requested to facilitate a UK Tax Evasion Offence or a Foreign Tax Evasion Offence (except to the extent that the Supplier is prevented by law from doing so);
126.96.36.199. its compliance with its obligations under this clause 2 and all training and guidance provided to Supplier Associated Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion;
188.8.131.52. the Supplier’s monitoring of compliance by Supplier Associated Persons with the applicable policies and procedures as required by clause 2.4;
184.108.40.206. the measures that the Supplier has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 2 (including the Supplier’s relevant internal reporting and disciplinary procedures); and
2.5.3. maintain and provide such access to the records or information referred to in clause 2.5.2 in accordance with record keeping, inspection and audit provisions set out in the Contract; and
2.5.4. ensure all Supplier Associated Persons involved in performing services in connection with the Contract are subject to and at all times comply with equivalent obligations to the Supplier’s under this clause 2 and the Supplier shall be liable to Valeport for any act or omission by any such person in breach of any of the obligations under this clause 0 as if this was an act or omission of the Supplier itself.
2.6. The Supplier warrants and represents that it has not, and to the best of its knowledge, information and belief, no Supplier Associated Persons have:
2.6.1. been investigated in connection with, or charged with having committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence;
2.6.2. received any court orders, warrants, oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence; or
2.6.3. received any report (including a report from the Supplier’s external auditors, any Supplier Associated Persons or any other person) or discovered any evidence suggesting that the Supplier or any Supplier Associated Person has committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence.
2.7. The Supplier shall immediately notify Valeport as soon as it becomes aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements in this clause 2.
2.8. Any breach of this clause 2 by the Supplier shall be deemed a material breach of the Contract that is not remediable and entitle Valeport to immediately terminate the Contract.