Sensorfact integrity provisions

Agreement means any contract, purchase order, or understanding entered between Sensorfact and any third party which references or incorporates these Integrity Provisions.

Applicable Integrity Laws means:

1. Anti-bribery and anti-corruption laws: including U.S. Foreign Corrupt Practices Act 1977 (as amended), UK Bribery Act 2010 (as amended), any legislation enacting the principles of the OECD Convention on Combating Bribery of Foreign Officials and any other applicable laws, rules, regulations, decrees and/or official governmental orders relating to anti-corruption, anti-money laundering and anti-tax evasion in relevant jurisdictions (collectively “Anti-Bribery & Corruption Laws”);
2. Sanctions and trade control laws and regulations: any applicable laws, regulations, or administrative or regulatory decisions or guidelines that sanction, prohibit or restrict certain activities including, but not limited to, (i) import, export, re-export, transfer, or trans-shipment of goods, services, technology, or software; (ii) financing of, investment in, or direct or indirect transactions or dealings with certain countries, territories, regions, governments, projects, or specifically designated persons or entities, including any future amendments to these provisions; or (iii) any other laws, regulations, administrative or regulatory decisions, or guidelines adopted, maintained, or enforced by any Sanctions Agency on or after the date of the Agreement (collectively, “Trade Control Laws”); and
3. Human rights and anti-modern slavery laws: including The Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, the ILO Core Conventions on Labor Standards, the UK Modern Slavery Act and other similar human rights, anti-human trafficking and anti-modern slavery laws and regulations (collectively, “Human Rights Laws”).

Company means any third party that enters into an Agreement with Sensorfact and thereby undertakes obligations under the Integrity Provisions.

Integrity Provisions means Sensorfact’s compliance requirements and standards regarding anti-bribery, anti-corruption, trade control, sanctions, export control, human rights, anti-modern slavery, and related Applicable Integrity Laws, as outlined herein.

Sanctions Agency means any governmental or regulatory body, instrumentality, authority, institution, agency or court that promulgates or administers Trade Control Laws including, but not limited to, the aforementioned governmental and regulatory bodies of (i) the United Nations, (ii) the United States of America (including the U.S. Department of Treasury Office of Foreign Assets Control, U.S. Department of State and U.S. Department of Commerce), (iii) the European Union or (iv) Switzerland.

Restricted Person means any entity or person included on a list (including U.S. and EU lists) of targeted parties, blocked parties, or persons subject to asset-freezing or other restrictions introduced under any applicable Trade Control Laws (and includes any entity that is directly or indirectly owned fifty (50) percent or more, in the aggregate or individually, or otherwise controlled by any Restricted Person).

1. Company will comply with all Applicable Integrity Laws in connection with the Agreement. Company shall also ensure that their respective employees, officers, directors, and any affiliates or third parties engaged in any manner in relation to the Agreement shall undertake to comply with all Applicable Integrity Laws and the requirements set out in this Clause in connection with the Agreement. Company confirms that it has not violated, shall not violate, and shall not cause Sensorfact to violate, any Applicable Integrity Laws in connection with the Agreement.
2. Company represents and warrants that, to the best of its knowledge, at the date of the Agreement neither it, nor any of their respective directors or officers are a Restricted Party. Company agrees that it shall promptly notify Sensorfact if it becomes a Restricted Party.
3. If, as a result of Trade Control Laws issued or amended after the date of the Agreement, (i) the Company becomes a Restricted Party, or (ii) any necessary export license or authorization from a Sanctions Agency is not granted, the performance by SENSORFACT or by any affiliates or third parties engaged in any manner in relation to the Agreement becomes illegal or impracticable, SENSORFACT shall, as soon as reasonably practicable, give written notice to the Company of its inability to perform or fulfil such obligations. Once such notice has been received by the Company, SENSORFACT shall be entitled to either immediately suspend the performance of the affected obligation under the Agreement until such time as SENSORFACT may lawfully discharge such obligation or unilaterally terminate the Agreement in whole or in part from the date specified in the said written notice or from any subsequent date thereafter. SENSORFACT will not be liable to the Company for any costs, expenses or damages associated with such suspension or termination of the Agreement.
4. In the event of suspension or termination as set out in Clause 3 hereinabove, SENSORFACT shall be entitled to payment as set out in the relevant clause of the Agreement and any reasonable associated costs necessarily incurred by SENSORFACT in regard to such suspension or termination including, but not limited to, all reasonable costs associated with suspending or terminating any subcontract placed or committed for goods or services in connection with the Agreement.
5. SENSORFACT goods, services, and/or technology may be subject to foreign trade restrictions, including dual-use trade controls. Company undertakes to obtain all the necessary licenses and/or permits from the competent authorities for the import or export of SENSORFACT Products and/or Services. Products, services, and/or technology that originate in the United States are subject to the U.S. Export Administration Regulations (‘’EAR’’) and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid licenses/authorizations of the competent US authorities.
6. The Company represents that it is the ultimate end recipient of any items provided under the Agreement, that the items are for civil use only. The Company further represents that it will not directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any items received from SENSORFACT to any Restricted Parties, or parties that operate, or whose end use will be, in a jurisdiction/region prohibited by SENSORFACT including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (such list may be amended by SENSORFACT at any time). The Company further represents and warrants that the Products and/or Services provided under the Agreement shall not be installed, used, or applied in or in connection with (i) the design, production, use or storage of chemical, biological or nuclear weapons or their delivery systems, (ii) any military applications or (iii) the operation of any nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nuclear fuel stores and research reactors, without the prior written consent of SENSORFACT.
7. For the avoidance of doubt, no provision in the Agreement shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws.
8. Company shall immediately notify SENSORFACT in writing of any potential or actual breach of obligations set forth under Applicable Integrity Laws, or this Integrity Provisions by either the Company, its affiliated parties or any third parties engaged by Company in relation to the Agreement. In the event of such notification or if SENSORFACT otherwise has reason to believe that a potential or actual breach has occurred, Company agrees to cooperate in good faith with any audit, inquiries, or investigation which SENSORFACT deems necessary. During such audit, inquiries or investigation, SENSORFACT may suspend performance of its obligations until such time as SENSORFACT has received confirmation to its satisfaction that no breach has occurred or will occur. SENSORFACT shall not be liable to Company for any claim, losses or damages whatsoever related to its decision to suspend or terminate performance of its obligations under this provision.
9. Notwithstanding the foregoing or any other provision in the Agreement, in the event of any actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under SENSORFACT this Integrity Provisions, SENSORFACT shall, subject to mandatory provisions of Applicable Integrity Law, have the right to unilaterally terminate the Agreement with immediate effect. Such termination would be without prejudice to all rights of recourse which could be exercised by SENSORFACT, and SENSORFACT shall not be liable to Company for any claim, losses or damages whatsoever related to its decision to terminate performance of its obligations under this provision. Further, Company shall indemnify SENSORFACT for all liabilities, damages, costs, or expenses incurred as a result of any such violation, breach and/or termination of the Agreement. SENSORFACT may report such violations to relevant authorities as required by Applicable Integrity Laws.