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Modern Slavery Policy

1. Definitions

Modern Slavery Policy means the Customer’s anti-slavery and human trafficking policy as updated by the Customer and notified to the Supplier from time to time

2. Modern slavery

2.1 The Supplier, adam HTT, undertakes, warrants, and represents that:

2.1.1 neither the Supplier nor any of its officers, employees, agents or subcontractors has:

(a) committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or

(b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

(c) become aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

2.1.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy

2.1.3 it shall notify the Customer immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Supplier’s obligations under Clause 2. Any notice under this Clause 2.2 shall set out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations.

2.2 Any breach of Clause 2 by the Supplier shall be deemed a material breach of the agreement and shall entitle the Customer to terminate the agreement.

3. Subcontracting

3.1 The Supplier shall not assign, delegate, subcontract, transfer, novate, charge or otherwise dispose of all or any of its rights and responsibilities under this agreement, nor appoint any sub-contractor, sub-distributor or sub-agent without the prior written consent of the Customer, and subject to compliance with Clause 3.2 and 3.3 below.

3.2 Where the Supplier delegates or sub-contracts any of its duties or obligations under this agreement pursuant to Clause 3.1 it shall at all times remain liable to the Customer for the performance of all of its duties and obligations under this agreement. The contract that the Supplier has with a sub-contractor must:

3.2.1 be in writing;

3.2.2 contain substantially the same provisions as those provisions in this agreement, including an obligation to comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and

3.2.3 prohibit the sub-contractor from sub-contracting the services it has agreed with the Supplier to provide

3.3 If the Customer agrees that the Supplier may subcontract its obligations, the Supplier shall ensure it has the ability to audit its sub-contractor to ensure compliance with the Modern Slavery Policy.

4. Reports, records and audit

4.1 The Supplier shall during the term of this Agreement and for the period of six years thereafter maintain such records relating to the Services provided to the Customer under this agreement as may be necessary to trace the supply chain of such Services and to enable the Customer to determine the Supplier’s compliance with the Modern Slavery Policy.

4.2 The Supplier shall carry out an annual audit to monitor its compliance with the Modern Slavery Policy.

4.3 The Supplier shall, at its own cost, perform appropriate remediation actions to address any issues or failures identified by an audit carried out pursuant to Clause Error! Reference source not found.. The nature of the remediation action to be taken is at the discretion of the Supplier, but such action must address the relevant findings of the audit.

5. Training

5.1 The Supplier shall conduct a programme of regular training for its officers, employees, agents, subcontractors, and other members of its supply chain to ensure compliance with the Modern Slavery Policy.

5.2 The Supplier shall keep a record of all training offered and completed under Clause 5.1 and shall make a copy of such records available to the Customer on request

6. Indemnity

The Supplier shall indemnify, and hold harmless, the Customer and its directors, officers and employees in full and on demand from and against any and all liabilities, claims, fines, demands, damages, losses or expenses (including legal and other professional advisers’ fees and disbursements), interest and penalties incurred by them howsoever arising whether wholly or in part resulting from a breach of the Modern Slavery Policy.

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