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STANDARD BANK GROUP COMPLIANCE CLAUSES

The purpose of these Standard Bank Group Compliance Clauses (hereinafter CLAUSES) is to ensure that legislation, compliance rules and procedures are complied with and that reasonable and proportionate measures are established and maintained to prevent: i) the violation of privacy and protection of personal data; ii) the financing of terrorism; iii) money laundering; iv) the proliferation of weapons of mass destruction; v) bribery and corruption, vi) the facilitation of tax evasion and consequently to create mechanisms to detect, report, monitor and respond appropriately to any violation of the aforementioned matters, by all customers and/or commercial partners (hereinafter referred to as CONTRAPARTY) of Standard Bank Angola S.A., a public limited company, incorporated under Angolan law, with registered offices at Inara Business Park & Gardens, Torre 1, Via A2, Distrito Urbano de Talatona, Luanda - Angola, registered with the Commercial Registry Office of Luanda, under No. 631-10, Taxpayer No. 5417093386, with share capital of AOA 21.000.000.000,00 (twenty-one billion kwanzas) (hereinafter referred to as STANDARD BANK), to this end by establishing any commercial and/or partnership relationship with STANDARD BANK, CONTRAPARTY agrees to all the terms of these CLAUSES. If you do not agree to these CLAUSES, do not join, establish or otherwise enjoy any commercial and/or partnership relationship with STANDARD BANK. If in the course of the commercial and/or partnership relations established with STANDARD BANK the CONTRACTING PARTY wishes to withdraw from these CLAUSES, it may do so at any time, ceasing all its commercial and/or partnership relations entered into with STANDARD BANK. STANDARD BANK may at any time update these CLAUSES, keeping them published and updated at the following link https://www.standardbank.co.ao/angola/pt/sobre-nos/legal/Informa%C3%A7%C3%A3o-Jur%C3%ADdica, and the CONTRACTING PARTY undertakes to familiarise itself with and comply with these policies in accordance with any updates. Consequently, the following Standard Bank Group Compliance Clauses are hereby established:

• 1.    Definitions

In this Contract, where initiated by capital letter, and except when the context clearly determines otherwise, the words or terms below shall have the meaning ascribed to them below:

1.1.    “Substantial Shareholder” means in relation to a company or a legal entity:
(i)    A person who holds 10% or more of the share capital of the company;
(ii)    A person who is entitled to exercise or control the exercise of 10% or more of the voting interest of the company or legal entity;
(iii)    A person who is entitled to exercise or control the exercise of 10% or more of the voting interest of another legal entity or company (or of a further legal entity or company) which is itself entitled to exercise or control the exercise of 10% or more of the voting interest of the company or legal entity.

1.2.    “Affiliate” means any legal entity which controls, is controlled by, or is under common control with, another legal entity. An entity is deemed to “control” another if it owns directly or indirectly at least fifty percent of either of the following:
(i)    The shares entitled to vote at a general election of directors of such other entity;
(ii)    The voting interest in such other entity if such entity does not have either shares or directors.
Affiliates of STANDARD BANK expressly include The Standard Bank of South Africa Limited, the Standard Bank Group Limited and the Affiliates of both.

1.3.    “Competent Authority”: the Republic of Angola (national list), the United Nations Security Council; the Office of Foreign Assets Control; Her Majesty’s Treasury; European Union Council; the French Ministry of Economics, Finances and Industry or any other additional Sanctions regime that is recognized by STANDARD BANK.

1.4.     “Controls”: means the internal processes (including policies, procedures, codes and other internal management systems) adopted by an organization in relation to any of the following objectives:
(i)    Obtain assurance that the organization and its officers, corporate officers, employees, and other personnel (and any other Person acting on their behalf in connection with the organization or its activities) comply with applicable laws and regulations and with the policies of said organization;
(ii)    Helping to determine the behavior or conduct of the organization, its officers, holders of social positions, employees and other personnel (and any other Person acting on behalf of any of them in relation to the organization or its activities) including analysis of the effectiveness of the Controls, as well as the correction of any deficiencies presented by them.

1.5.    “Corruption” and/or “Bribery”: shall have the same meaning as the one resulting from the relevant legal types of crimes of corruption, as these are provided and punished by the Angolan legislation (namely, without limitation, by the Angolan Criminal Code) and, as applicable in view of the circumstances, it shall also have the meaning resulting from the relevant legislations of the countries having jurisdiction. It shall also mean, and include, bribery, whenever same is foreseen and punished by the legislation of the countries having criminal jurisdiction.

1.6.    "Personal Data" any information, irrespective of its nature or support, including image and sound, relating to an identified or identifiable natural person (data subject). The person who can be identified, directly or indirectly, notably by reference to an identification number or the combination of specific elements of his/her physical, physiological, psychological, economic, cultural or social identity, shall be considered identifiable.

1.7.    "Sensitive Personal Data" or, abbreviatedly, "Sensitive Data": means personal data relating to philosophical or political beliefs, party or trade union affiliation, religious faith, private life, racial or ethnic origin, health and sex life, including genetic data.

1.8.    “Sanctioned Entity” or “Sanctioned” or “Designated”: any person, entity or country that is subject to trade, economic or financial sanction, embargoes or restrictive measures imposed by a Competent Authority recognized by STANDARD BANK.

1.9.    “Tax Evasion”: means, in general, any form of fraudulent conduct which seeks to divert money away from the tax authorities, depriving them of the amounts to which they are entitled to. For the purposes of this Contract, Tax Evasion refers to, and includes by cross-reference, the relevant tax crimes provided for in the Angolan legislation (specifically, but without limitation, the crime of tax fraud provided and punishable by the General Tax Code) and, if and as applicable in view of the circumstances of the Contract, also of the legislations of the countries having jurisdiction.

1.10.     “Facilitation of the Tax Evasion”: means assisting, instigating, provoking or inciting other Person to commit Tax Evasion;

1.11.    “Public Official” has the same meaning than the one provided for in the relevant Angolan legislation (notably, without limitation, the meaning ascribed to the expression “official” by the Angolan Criminal Code) and, if and as applicable, it shall also have the meaning provided for in the legislations of the countries having jurisdiction.
1.12.     “Financial Sanctions List”: financial sanctions lists issued by those Competent Authorities recognized by STANDARD BANK; 

1.13.    “Associated Persons” means anyone who is engaged or paid to represent STANDARD BANK. Depending on the specific contractual terms and conditions or circumstances of the Contract, this may include agents, representatives, intermediaries, introducers, sponsors, consultants, contractors, subcontractors, distributors, vendors, service providers, consortium partners, suppliers, joint venture partners, outsourcing providers, advisors and employees.

1.14.    "Data Controller" or, abbreviatedly, “Controller”:  the natural or legal person, the public authority or any other body that, individually or jointly with another, determines the purposes and means of the processing of the personal data.

1.15.     “Financial Sanctions” or “Sanctions”: coercive measures or restrictions which are imposed by Competent Authorities against countries, persons, groups and/or legal entities.

1.16.    “Processor": the natural or legal person, the public authority or any other body that  processes personal data on behalf of the controller under a contractual relationship established with the latter.

1.17.    “Processing of Personal Data" or, abbreviatedly, "Processing" means any operation or set of operations carried out on personal data, with or without autonomous means, such as collection, registration, organization, storage, adaptation or alteration, recovery, consultation, use, transmission, dissemination, or any other form of making available, comparison or interconnection, as well as the blocking or destruction.

• 2.    Privacy and Personal Data Protection

2.1.    Unless otherwise agreed, STANDARD BANK is the Controller of the Personal data Processing operations in the context of Supplier’s relation with STANDARD BANK. Supplier will act as a Personal Data Processor. 

2.2.    STANDARD BANK may collect, record, store, use, communicate and carry out any other data Processing operations – either by automated or by non-automated means – over the Personal Data provided by Supplier under this Contract, taking as basis the establishment/execution of a contractual relationship between Supplier and STANDARD BANK.

2.3.    Whenever Supplier provides Personal Data of, or relating to, other persons (including, but not limited to, signatories, shareholders, executive officers, directors and beneficiaries), Supplier must: (i) be duly authorized to provide STANDARD BANK with such Personal Data; (ii) if required, must have obtained the consent of such persons for the Processing of the Personal Data (including for the cross-border transfer of Personal Data); and (iii) be authorized to receive any information or privacy notices from the STANDARD BANK in the name and on the behalf of such other person, hereby undertaking to provide the relevant information to the data subject.

2.4.    STANDARD BANK guarantees Supplier the exercise of data subjects´ rights of access, rectification, updating, erasure and to object to the Processing in the cases provided for by law.

2.5.    The Personal Data provided by Supplier will only be processed within the scope of the specified purposes and shall not be used by STANDARD BANK for purposes other than those that justified the collection of the data. Supplier will be informed when Processing for other purposes is needed and consent will be requested whenever required by the legislation in force.

2.6.    In this context, the Personal Data will be processed by STANDARD BANK – directly and/or through entities subcontracted to that effect – for complying with contractual and legal/regulatory obligations, or with the express consent of Supplier.

2.7.    STANDARD BANK will process the data namely to:
a)    Knowledge of the responsibilities and fulfillment of obligations arising out from the Contract for any of the Parties;
b)    Management of contacts and the execution of Supplier´s communications;
c)    Creation of a record of the communications with Supplier that may be presented in court in case of litigation or whenever requested by a judicial entity;
d)    Fulfillment of legal obligations;

2.8.    STANDARD BANK stores the Personal Data for the period strictly necessary for the purposes that determined its collection (in general, Personal Data will be stored for as long as Supplier maintains his/her relationship with the STANDARD BANK), except if other storage periods are required: by the applicable legislation, to comply with legal obligations or to defend STANDARD BANK interests in case of litigation.

2.9.    In the course of its activity, the STANDARD BANK may communicate or transmit Personal Data to entities subcontracted by STANDARD BANK (under a written agreement entered into with STANDARD BANK for such purpose) located within or outside Angola. Personal Data may as well be communicated or transmitted to any of its Affiliates or to any company or complementary group of companies, that is in a controlling or in a group relationship with the STANDARD BANK, in compliance with the applicable legislation. Supplier hereby authorizes and gives consent to this communication or transmission.

2.10.    The entities to which the Personal Data is communicated to under the previous paragraph, may use the data in accordance with the agreement entered into with STANDARD BANK.

2.11.    STANDARD BANK may process Personal Data from public sources for the purposes of credit granting, fraud control and Combat to Money Laundering, Terrorism Financing or Proliferation of Weapons of Mass Destruction.

2.12.    Under the legal obligations STANDARD BANK is subject to and pursuant to the legal and regulatory provisions that are applicable to same, STANDARD BANK may also transmit/communicate Supplier´s Personal Data to regulatory authorities.

2.13.    STANDARD BANK shall process the Personal Data and information referred to in the previous paragraphs as strictly confidential, according to the applicable legal and regulatory provisions.

2.14.    For any questions or complaints exclusively pertaining to Personal Data, including the exercise of his/her the rights in this matter, Supplier may contact Standard Bank's Data Privacy and Protection Officer by way of the following email address: [email protected] 

2.15.    As regards to all Personal Data provided by STANDARD BANK or to which Supplier may be exposed or have access to, Supplier declares, undertakes, agrees and warrants that:
a)    It will process such Personal Data as valuable and Confidential Information;
b)    It will Process the Personal Data in accordance with the Applicable Laws and under the terms defined by STANDARD BANK, namely in accordance with its written instructions. Supplier undertakes, in particular, not to copy, reproduce, adapt, modify, alter, delete, destroy, disseminate, transmit, disclose or in any other manner make available to third parties the Personal Data to which it has access or that are transmitted to it by STANDARD BANK under this Contract, without having been expressly instructed to do so by STANDARD BANK.
c)    It will implement and maintain in force, at all times, appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the Processing and the nature of the Personal Data to be protected, including, as appropriate, the measures referred to in Articles 30 and 31 of the Angolan Personal Data Protection Law. Additionally, Supplier undertakes to inform STANDARD BANK of the security levels and the measures adopted in this regard.
d)    Refrain from transferring Personal Data outside Angola without the written permission of STANDARD BANK, provided that the applicable legal requirements are met.
e)    It ensures that all its systems and operations used to fulfil the Contract, including all systems on which Personal Data is Processed as part of providing the services or supplying the goods, shall always be of a standard required by the applicable legislation and be of a standard no less than the standards which are in compliance with the best national and international practices for the protection, control and use of Personal Data.
f)    It will have in place at all times procedures so that any person authorized to have access to the Personal Data respects and maintains the confidentiality and security of the Personal Data and will take steps to ensure each employee, agent, consultant or any other person who may have access to Personal Data, only has access to the Personal Data on a need to know basis, as strictly necessary for the purposes of supplying the goods and/or services, and to comply with applicable legislation, in the strict context of that individual's duties;
g)    It will assist STANDARD BANK – by implementing appropriate technical and organizational measures for such purpose (in the context of the nature of the Processing) – in the fulfilment of any STANDARD BANK’s obligations, namely, to respond to requests from data subject to exercise their rights under applicable laws and regulations;
h)    It will promptly notify STANDARD BANK upon becoming aware of a Personal Data related breach or of any security compromises or suspected security compromises of which it becomes aware or suspects. Supplier shall immediately and in any event within a maximum period of 24 hours report any situation that may affect the Processing of the Personal Data in question or that may, in any way, give rise to non-compliance with the legal provisions on Personal Data protection or with the terms of the legalisation instrument granted by the Data Protection Agency. Supplier shall also inform STANDARD BANK immediately and in any event within two (2) working days of any enquiry or complaint from the Data Protection Agency, ensuring cooperation with such authority.
i)    It will assist, and actively co-operate with STANDARD BANK in the fulfillment of any obligations before the supervisory authority (including, without limitation, in any required communications to be made to or authorizations to be requested from the Supervisory Authority). Supplier further commits and undertakes to enter into any additional legal instruments which in view of the circumstances may be required under the applicable legislation, including – but not limited to – agreements specifically governing the transfer or Processing of Personal Data.
j)    It will erase or return, to STANDARD BANK or a third party designated by it, in whole or in part, the Personal Data processed under the contractual relationship, at STANDARD BANK's choice, after the completion of the supply or provision of goods or services related to the Processing. Furthermore, Supplier will erase any existing copies, unless there is a legal provision obliging Supplier to preserve the data, in which case the data is preserved for the purpose, for the period and under the terms strictly established by applicable law and which Supplier communicates to STANDARD BANK. Supplier shall also notify STANDARD BANK of the erasure of the Personal Data upon expiry of the period of time established by law.
k)    It will pay or reimburse STANDARD BANK for any costs, losses, expenses or damages, including compensation to Personal Data subjects and fines before competent authorities, which STANDARD BANK incurs or is subject to as a result of the Processing of Personal Data, by Supplier, its personnel or any subProcessor, or its personnel, in breach of this Contract or the law.

2.16.    Where the Parties agree that Supplier will also/only act as a Personal Data Controller, Processing Personal Data for its own purposes and through the means defined by it, the provision of Personal Data made under the services provided constitutes, for the purposes of the law, a communication of data to third parties. To this end, each Party undertakes, prior to the communication of data, to notify or submit a request for authorisation to the Data Protection Agency, as applicable.

• 3.    Sanctions and Prevention of Terrorism Financing

3.1.    Supplier represents, declares and warrants to STANDARD BANK, on the date of signature this Contract and, on a continuing basis, for the entire duration of this Contract, that: 
a)    It is not Sanctioned, not being on any list of Designated or Sanctioned Persons, groups, organizations or entities subject to Sanctions or restrictive measures; 
b)    It will not use (or otherwise make available) the proceeds under this Contract for the purposes of financing, directly or indirectly, the activities of any person, group or entity which is Sanctioned or Designated or in a country which is subject to any Sanctions;
c)    It will not contribute or otherwise make available, directly or indirectly, the proceeds under this Contract to any other person, group, organization or entity which uses or intends to use such funds or amounts for the purpose of financing the activities of any Sanctioned, Designated Person, group, organization or person or entity which is subject to any Sanctions;
d)    It is not involved in any illegal or terrorist activities;
e)    Currently Supplier is not subject to – and/or the Affiliates and/or the parent and/or Substantial Shareholder, surety and/or guarantor of the Supplier are not subject to – any Sanctions investigation and have no reason to believe they will so become in the foreseeable future. Supplier further undertakes to immediately notify STANDARD BANK should it becomes – and or if any of the Affiliates and/or the parent and/or Substantial Shareholder, surety and/or guarantor of the Supplier become – the subject of a Sanctions investigation.

3.2.    Supplier further undertakes to hold STANDARD BANK harmless against any actions, proceedings, claims and/or demands that may be brought against STANDARD BANK and/or  against any the Affiliates of STANDARD BANK as well as to indemnify STANDARD BANK and/or the Affiliates of STANDARD BANK for all losses, costs, charges, expenses, costs and/or damages which STANDARD BANK and/or the Affiliates of STANDARD BANK may incur or sustain in connection with or arising out of  (i)  the seizure, blocking or withholding of any funds as may be determined by Competent Authority or by any authority with powers and competency to such purpose, and/or (ii) Supplier´s breach of any representations, declarations, warranties and/or obligations as set out in paragraph 1 of this Clause, and/or (iii) the activity by Supplier that, directly or indirectly, benefits any party against whom sanctions have been established by a Competent Authority.

3.3.    The Parties acknowledge, warrant and expressly agree that, notwithstanding the provisions of other clauses of this Contract, STANDARD BANK is entitled to immediately terminate this Contract, without the benefit of a cure period and without Supplier being entitled to any indemnification or compensation whatsoever, in the following cases: (i) Supplier ´s breach of any representations, declarations, warranties or obligations as set out in paragraph 1 of this clause; or (ii) Supplier and/or the Affiliates and/or the parent and/or Substantial Shareholder, surety and/or guarantor of the Supplier become Sanctioned or Designated or become subject of Sanctions established by Competent Authorities; or (iii) Supplier acts, directly or indirectly, to benefit any party against whom Sanctions have been established by Competent Authorities.

• 4.    Anti-Money Laundering and Prevention of the Proliferation of Weapons of Mass Destruction

4.1.    STANDARD BANK may ask Supplier for the information and / or any documents necessary to assess the risk in terms of preventing money laundering, the financing of terrorism and the proliferation of weapons of mass destruction, whether before the commencement of the contractual relationship or during its term. 

4.2.    For that purpose, Supplier expressly authorizes STANDARD BANK to collect and file its identification documents and any other necessary information provided. If the referred information or documents are not provided within the deadlines established by STANDARD BANK, it may decide not to initiate the contractual relationship or may suspend or terminate it, case in which Supplier will not be entitled to any compensation or indemnification, whatsoever.

4.3.    In addition, Supplier agrees to provide personal, professional or financial information of all parties involved in the business relationship (including its representatives, employees and others, as and when applicable), as well as any documents supporting this information, whenever requested by STANDARD BANK (including updates to the necessary information). Failure to do so will entitle STANDARD BANK to suspend or terminate this Contract, case in which Supplier will not be entitled to any compensation or indemnification whatsoever.

4.4.    Based on its analysis of the information or documents provided by Supplier, on its examination of the appropriate databases, and even on failure to provide the information and/or other documents requested, STANDARD BANK may suspend or terminate the contractual relationship and comply with any applicable legal or regulatory obligations in force.

4.5.    Supplier hereby declares that it knows, understands and undertakes to comply with all legal rules and guidelines in force in Angola and in the applicable international conventions on anti-money laundering, prevention of terrorism financing and prevention of the proliferation of weapons of mass destruction. Parties undertake to not adopt any conduct that, in accordance with the principles of good faith, would amount to a breach of such rules and principles.

4.6.     Supplier represents and warrants that it has Controls in place with a view to preventing any conduct that would violate any applicable legislation on anti-money laundering, prevention of terrorism financing and prevention of the proliferation of weapons of mass destruction and undertakes to effectively apply such Controls on a continued basis throughout the duration of this Contract.

4.7.    Supplier hereby declares and warrants that: 
a)    It is not in violation of any legal provisions regarding the fight against money laundering and terrorism financing or on the prevention of terrorism financing and on prevention of the proliferation of weapons of mass destruction, either domestic or international; 
b)    Upon Supplier’s request, it will grant access to all information, documentation and records necessary to conduct an audit of the relevant expenses, payments and transactions incurred or carried out in connection with the execution of this Contract.

4.8.    Supplier acknowledges that in case of violation or suspected violation of any relevant laws and regulations on the prevention of money laundering and fight against the financing of terrorism and the proliferation of weapons of mass destruction, STANDARD BANK will act as determined by law or regulations, having the right to report the alleged violation or suspected violation to the relevant regulatory body or law enforcement agency, and subsequently act according to the guidance of such authorized body or agency.

4.9.    The Parties agree that any non-compliance or breach, even if partial, of this clause by Supplier shall be considered a serious material contractual breach, which is not remediable and entitles STANDARD BANK to immediately terminate, without the benefit of a cure period, this Contract, without Supplier being entitled to any compensation for such termination.

• 5.    Prevention and Fight against Corruption and Bribery

5.1.    STANDARD BANK carries out its activity in accordance with ethical principles and conducts itself free of illegal or fraudulent practices. It is expected that Supplier will act in line with the best professional practices and highest ethical business standards, promptly reporting any illegal, unethical or fraudulent practices or activities that it becomes aware in connection with the Contract. 

5.2.    Supplier hereby represents, declares and warrants to STANDARD BANK, on the date of signature this Contract and, on a continuing basis, for the entire duration of this Contract, that:
a)    It is fully aware of, knows, understands and it commits to adhere to and comply with all applicable legislation and regulations on the prevention and fight against Corruption or Bribery; 
b)    It has not and will not be in breach of any applicable anti-Corruption or Bribery legislation; 
c)    It has not been convicted of, nor pleaded guilty to, or confessed – and the Affiliates and/or the parent and/or Substantial Shareholder, surety and/or guarantor of the Supplier have not been convicted of or pleaded guilty to or confessed – an offence involving Corruption and/or Bribery and they are not listed by any government agency as debarred or are otherwise ineligible for government procurement programmes or public tenders
d)    It does not work nor acts on behalf of a Public Official and it will immediately notify STANDARD BANK should such position or situation changes during the term of the Contract;
e)    It has Controls in place with a view to preventing any conduct that may amount to Corruption or Bribery and undertakes to effectively apply such Controls on a continued basis throughout the duration of its business relationship with STANDARD BANK.

5.3.    Supplier further represents, declares and warrants to STANDARD BANK that it has not perpetrated – and it will not perpetrate –, directly or through an intermediary, Corruption or Bribery, even if in the attempted form.

5.4.    In connection with the performance of this Contract, Supplier further undertakes and commits to – if and to the extent permitted by law – promptly advise STANDARD BANK of any improper payments that it becomes aware of (including requests for facilitation and emergency payments) in connection with the Contract. To the extent and as determined by law, Supplier shall assist in investigating any such allegations and remedying any violations.

5.5.    Any breach of this clause by Supplier shall be considered a serious material contractual breach, which is not remediable and entitles STANDARD BANK to immediately terminate, without the benefit of a cure period, the Contract, without Supplier being entitled to any compensation for such termination. 

5.6.    Supplier further recognizes, accepts and agrees that STANDARD BANK is entitled to, at its sole discretion, terminate the Contract if STANDARD BANK has reasonable grounds to suspect that Supplier has violated – and/or the Affiliates and/or the parent and/or Substantial Shareholder, surety and/or guarantor of the Supplier have violated – any anti-Corruption or Bribery legal provisions;

5.7.    If applicable in view of the circumstances of the Contract, in case STANDARD BANK has reasonable grounds to suspect that Supplier violated any anti-Bribery or Corruption legislation, STANDARD BANK shall have the right to request additional information prior to processing transactions or making payments and, without entering into default, not processing them or making a payment, should  the Supplier not be in a position to provide information to STANDARD BANK´s satisfaction.

5.8.    Without prejudice to STANDARD BANK’s right to terminate this Contract as provided for above, should STANDARD BANK has reasonable grounds to suspect that Supplier assisted or perpetrated (either directly or through an intermediary and even if in the attempted form) Corruption or Bribery, STANDARD BANK shall also have the right to request additional information prior to making any payments due under the Contract or to suspend such payments, without entering into default or breaching its payment obligations hereunder, if the information provided is not to STANDARD BANK’s satisfaction.

5.9.    Supplier acknowledges that in case should STANDARD BANK has reasonable grounds to suspect that Supplier party violated anticorruption or bribery legislation, STANDARD BANK will act as determined by law or in accordance with the relevant applicable regulatory provisions, having the right to report the alleged violation or suspected violation to the relevant regulatory body or law enforcement agency, and subsequently act according to the guidance of such authorized body or agency.

5.10.    Supplier further represents and warrants to STANDARD BANK that it will be fully and solely responsible for any and all liabilities resulting from Supplier’s failure to comply with its obligations, representations and warranties under this clause and it will be obliged to indemnify STANDARD BANK for all damages and losses that it suffers as a result of such noncompliance.

5.11.    To the extent permitted by law, Supplier further undertakes to hold STANDARD BANK harmless against any actions, proceedings, claims and/or demands that may be brought against STANDARD BANK and/or  against any the Affiliates of STANDARD BANK as well as to indemnify STANDARD BANK and/or the Affiliates of STANDARD BANK for all losses, costs, charges, expenses and/or damages which STANDARD BANK and/or the Affiliates of STANDARD BANK may incur or sustain in connection with or arising out of  (i) Supplier´s breach of any representations, declarations and/or warranties as set out this clause, and/or (ii) Supplier´s breach of any of its obligations under this clause. The Supplier further agrees to fully indemnify STANDARD BANK and/or the Affiliates of STANDARD BANK for all losses, costs, charges, expenses, costs and/or damages that the Supplier may incur or sustain in connection with the seizure, blocking or withholding of any funds by an authorized body. 

• 6.    Prevention of the Facilitation of Tax Evasion

6.1.    Supplier undertakes to not commit (by act or omission) cause, or in any way, contribute to the commission by any person of: 
a)    Tax Evasion; or 
b)    b)    Facilitation of Tax Evasion. 
     in connection with the performance of this Contract.

6.2.    Supplier must be acquainted with, declares to know, adhere to and comply with all applicable laws and regulations relating to Tax Regulation, to the prevention of Tax Evasion and the Facilitation of Tax Evasion. 

6.3.     Supplier shall comply in a timely manner with all its tax obligations and shall take all necessary and appropriate measures to make its tax payments. 

6.4.    Without prejudice to that set forth in paragraphs 1 to 3 of this clause above, Supplier represents, confirms, declares and warrants to STANDARD BANK that: 
a)    Supplier has not and will not facilitate Tax Evasion. 
b)    Supplier has not been convicted of, nor pleaded guilty to or confessed – and the Affiliates and/or the parent and/or Substantial Shareholder, surety and/or guarantor of the Supplier have not been convicted of or pleaded guilty to or confessed – an offence involving any form of Tax Evasion or Facilitation of Tax Evasion.

6.5.    In connection with the performance of this Contract, Supplier further undertakes and commits – to the extent permitted by law and when in view of the circumstances of the Contract the Supplier acts for or on behalf of STANDARD BANK – to promptly advise STANDARD BANK of any improper requests or payments the third party may become aware of. To the extent and as determined by law, Supplier shall assist in investigating any such allegations and remedying any violations.

6.6.    The Parties agree that any non-compliance or breach of this clause by Supplier shall be considered a serious contractual breach, which is not remediable and entitles STANDARD BANK to immediately terminate, without the benefit of a cure period, this Contract, without Supplier being entitled to any compensation for such termination.

6.7.    Supplier further recognizes, accepts and agrees that STANDARD BANK is entitled to, at its sole discretion, terminate this Contract if STANDARD BANK has reasonable grounds to suspect that Supplier has evaded tax or facilitated the evasion of tax. 

6.8.     In case STANDARD BANK has reasonable grounds to suspect that Supplier party violated or facilitated the violation of tax legislation, STANDARD BANK shall have the right to request additional information prior to processing transactions or making payments.

6.9.    Without prejudice to STANDARD BANK’s right to terminate this Contract on the terms provided for above, should STANDARD BANK have reasonable grounds to suspect that Supplier party violated or facilitated the violation of tax legislation, STANDARD BANK shall also have the right to request additional information and, without entering into default, not process a transaction or not making any payment, should the third party not be in a position to provide information to the contrary, to STANDARD BANK´s satisfaction.

6.10.     Supplier acknowledges that in case should STANDARD BANK has reasonable grounds to suspect that Supplier party violated or facilitated the violation of tax legislation, STANDARD BANK will act as determined by law or in accordance with the relevant applicable regulatory provisions, having the right to report the alleged violation or suspected violation to the relevant regulatory body or law enforcement agency, and subsequently act according to the guidance of such authorized body or agency.

6.11.    Supplier further undertakes to hold STANDARD BANK harmless against any actions, proceedings, claims and/or demands that may be brought against STANDARD BANK and/or  against any the Affiliates of STANDARD BANK as well as to indemnify STANDARD BANK and/or the Affiliates of STANDARD BANK for all losses, costs, charges, expenses, costs and/or damages which STANDARD BANK and/or the Affiliates of STANDARD BANK may incur or sustain in connection with or arising out of  (i) Supplier´s breach of any representations, declarations and/or warranties as set out this clause, and/or (ii) Supplier´s breach of any of its obligations under this clause.

6.12.    The Parties agree that the provisions of the present clause are equally applicable with the necessary adaptations in the cases where the Supplier may act on behalf of, in the name and/or on account of and/or for the account of STANDARD BANK's Affiliates or in the cases where STANDARD BANK's Affiliates are obliged to process transactions on behalf of Supplier or payments to Supplier on an ongoing basis, and in such cases STANDARD BANK's Affiliates shall have the same prerogatives applicable to Standard Bank, and Supplier shall have the same obligations to STANDARD BANK's Affiliates as applicable to STANDARD BANK.

• 7.    Records and Inspection

7.1.     Supplier shall establish and maintain all documents and records which are necessary and appropriate in accordance with good management practice (under the circumstances of this Contract) to record accurately and completely all of the following:
a)    The liability for – and calculation of all – amounts payable by STANDARD BANK to Supplier under this Contract;
b)    If applicable in view of the scope or circumstances of the Contract, the relevant expenses, payments and transactions incurred or carried out on behalf of STANDARD BANK and/or the STANDARD BANK Affiliates ;
c)    The performance by Supplier of its obligations and representations pursuant to clauses 2, 3, 4, 5 and 6.
d)    In general, the performance by Supplier of its obligations and duties under this Contract

7.2.    Without prejudice of the above, Supplier must ensure that documentary support in the form of detailed written invoices is available for all payments to Associated Persons connected with the Contract.

7.3.    Upon reasonable written notice provided by STANDARD BANK, Supplier shall grant access to all information, documentation and records required to perform an inspection.

7.4.    At STANDARD BANK’s sole discretion, STANDARD BANK may, at its own cost, choose to inspect the documentation and records at Supplier’s premises, during normal working hours. This inspection may be carried out by STANDARD BANK or by any Person engaged by STANDARD BANK for that purpose.

7.5.    STANDARD BANK’s access to the abovementioned information, documentation and records or STANDARD BANK’s inspection at Supplier’s premises does not excuse or discharge Supplier from its obligations. In addition, STANDARD BANK’s failure to inspect, identify deficiencies or raise questions does not relieve Supplier from the liabilities and obligations set out in this Contract and does not raise any defense to Supplier’s non-compliance.

7.6.    STANDARD BANK may only use information obtained from inspections under this clause for the administration or enforcement of this Contract, for tax or audit purposes, for the resolution of Disputes or for compliance with legal or regulatory duties. STANDARD BANK shall keep all information obtained from inspections confidential, except that STANDARD BANK may disclose the information where required by applicable law, court or judicial order or competent authority order (which expressly includes the financial institutions regulatory bodies or authorities).

• 8.    Parties to the Contract, Subcontracting and Assignment of the Contractual Position

8.1.    Neither Party may assign, in whole or in part, its position in this Contract or any rights or obligations arising therefrom, without the prior written consent of the other Party.

8.2.    Supplier cannot use agents or sub-contractors to perform any of the Services or part of the services specified in the Contract without the prior written permission of STANDARD BANK.  

8.3.    Even if approved or authorized under the terms of the previous paragraphs, any (sub)contracting relationship that one of the Parties establishes with third parties to fulfill this Contract will be of its sole responsibility and will not exempt it from any obligations it has towards the non-assigning Party, nor shall it confer on such third parties any rights towards the non-assigning Party.

8.4.    The present clause is also applicable with the necessary adaptations in cases where the Supplier may act on behalf of and/or for the STANDARD BANK's Affiliates, in which case the prior written consent shall be given by the respective STANDARD BANK's Affiliate(s).