Common use of Compliance with Agreement and Laws Clause in Contracts

Compliance with Agreement and Laws. 3.1 The Operator agrees to provide the Services and operate at the Airport subject to: 3.1.1 the terms and conditions of this Agreement including its Schedules and any agreed amendments or variations thereof; 3.1.2 and in accordance with all Laws and Best Industry Practice; 3.1.3 the Standard Ground Handling Agreement annexed hereto as Schedule 1; 3.1.4 the Published Private Flight Fees & Charges as amended from time to time by LCAJC; 3.1.5 the LCA Byelaws annexed hereto as Schedule 3, as amended from time to time by LCAJC by giving written notice to the Operator. 3.2 Each Party undertakes to the other that it shall not, and shall procure that its employees shall not, in the course of performing its obligations under this Agreement, knowingly engage in any activity which would constitute a breach of the Bribery Act 2010 and that it has in place a compliance programme designed to ensure compliance with the terms of the Bribery Act 2010 (as amended) and has and will maintain in place, adequate procedures designed to prevent any third party contractor appointed on an agency basis or as a sub-contractor from undertaking any conduct that would give rise to an offence under section 7 of the Bribery Act 2010. 3.3 The Parties agree that no-individuals and/or employees engaged or retained by either Party in conjunction with this Agreement, will during the term, or upon expiry or termination of this Agreement transfer to the other Party pursuant to the Transfer Laws, or otherwise. 3.4 The Operator will: 3.4.1 at its own cost: (a) hold and obtain all applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions (“Licences”) which are necessary to be maintained by the Operator in connection with the provision of the Services; and (b) shall advise LCAJC and any member of the LCA group of companies that is required to hold any Licences in connection with use of the Services; 3.4.2 provide such reasonable co-operation and information in relation to the Services to such of the LCAJC’s customer's and other operators as LCAJC may reasonably require for the purposes of enabling any such persons to create and maintain any interfaces that the LCAJC may reasonably require; and 3.4.3 allocate sufficient resources to provide the Services in accordance with the terms of this Agreement. 3.5 The Operator acknowledges that it is not being appointed as an exclusive operator for any of the Services and LCAJC may at any time appoint or procure from a third party the provision of similar services to those Services provided by the Operator. 3.6 The Operator shall promptly notify LCAJC in writing if it becomes aware during the performance of this Agreement of any inaccuracies in any information provided to it by LCAJC during such due diligence which materially and adversely affects its ability to perform the Services or meet any service levels. 3.7 The Operator shall not be entitled to recover any additional costs from LCAJC which arise from, or be relieved from any of its obligations as a result of, any matters or inaccuracies notified to LCAJC by the Operator in accordance with Clause 3.6 save where such additional costs or adverse effect on performance have been caused by the Operator having been provided with fundamentally misleading information by or on behalf of the LCAJC and the Operator could not reasonably have known that the information was incorrect or misleading at the time such information was provided. If this exception applies, the Operator shall be entitled to recover such reasonable additional costs from LCAJC or shall be relieved from performance of certain obligations as shall be determined by the Parties acting reasonably. 3.8 The Operator is responsible at all times for the clarity, accuracy, fitness, suitability and completeness of its Service specifications and its compliance with all Laws. It is the responsibility of the Operator to seek any guidance from LCAJC in respect of any issues under this Agreement on which it is unclear. 3.9 Without prejudice to Clause 3.4 the Operator shall monitor and shall keep LCAJC informed in writing of any changes in the Laws which may impact the Services and shall provide LCAJC with timely details of measures it proposes to take and changes it proposes to make to comply with any such changes. Without prejudice to the rest of this Clause 3.9, the Operator shall use all reasonable endeavours to minimise any disruption caused by any changes in applicable Laws introduced pursuant to this Clause. 3.10 The Operator will in so far as reasonably and commercially possible will use its reasonable endeavours to satisfy any reasonable obligations placed on it under the s106 agreement entered into between LCA and the London Borough of Newham, the relevant sections of that agreement applicable to this Agreement relate to the Airport Noise Management Scheme (Fourth Schedule) annexed to this Agreement at Schedule 4. 3.11 The Operator shall comply and shall ensure that the Operator and each of his subcontractors shall comply with all applicable laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015 as amended time to time (“MSA 2015”). 3.12 The Operator warrants and represents that neither the Operator nor any of his officers, employees or other associated persons: 3.12.1 has been convicted of any offence involving slavery and human trafficking; or 3.12.2 has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking. 3.13 The Operator shall implement due diligence procedures for his own suppliers, subcontractors and other participants in his supply chains, to ensure that there is no slavery or human trafficking in his supply chains. 3.14 The Operator shall maintain a complete set of records to trace the supply chain of all materials, labour and services provided to LCAJC in connection with this Agreement and implement supplier and subcontractor audits, either directly or through a third party auditor to monitor compliance with the MSA 2015. 3.15 The Operator shall notify LCAJC as soon as it becomes aware of any breach or potential breach of the MSA 2015 and/or any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement. 3.16 The Operator shall prepare and deliver to LCAJC no later than 45 days after being requested to do so, a slavery and human trafficking report setting out the steps he has taken to ensure that slavery and human trafficking is not taking place in any of his supply chains or in any part of his business. 3.17 The Operator shall implement a system of training for its employees, suppliers and Subcontractors to ensure compliance with the MSA 2015. 3.18 The Operator shall keep a record of all training offered and completed by his employees, suppliers and subcontractors to ensure compliance with the MSA 2015 and shall make a copy of the record available to LCAJC on request. 3.19 The Operator represents warrants and undertakes that he conducts his business in a manner that is consistent with the MSA 2015. 3.20 Breach of Clauses 3.11 to 3.19 shall be deemed a material breach of this Agreement.

Compliance with Agreement and Laws. 3.1 The Operator agrees to provide the Services and operate at the Airport subject to: 3.1.1 the terms and conditions of this Agreement including its Schedules and any agreed amendments or variations thereof; 3.1.2 and in accordance with all Laws and Best Industry Practice; 3.1.3 the Standard Ground Handling Agreement annexed hereto as Schedule 1; 3.1.4 the Published Private Flight Fees & Charges as amended from time to time by LCAJCLCY; 3.1.5 the LCA LCY Byelaws annexed hereto as Schedule 3, as amended from time to time by LCAJC LCYJC by giving written notice to the Operator. 3.2 Each Party undertakes to the other that it shall not, and shall procure that its employees shall not, in the course of performing its obligations under this Agreement, knowingly engage in any activity which would constitute a breach of the Bribery Act 2010 and that it has in place a compliance programme designed to ensure compliance with the terms of the Bribery Act 2010 (as amended) and has and will maintain in place, adequate procedures designed to prevent any third party contractor appointed on an agency basis or as a sub-contractor from undertaking any conduct that would give rise to an offence under section 7 of the Bribery Act 2010. 3.3 The Parties agree that no-individuals and/or employees engaged or retained by either Party in conjunction with this Agreement, will during the term, or upon expiry or termination of this Agreement transfer to the other Party pursuant to the Transfer Laws, or otherwise. 3.4 The Operator will: 3.4.1 at its own cost: (a) hold and obtain all applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions (“Licences”) which are necessary to be maintained by the Operator in connection with the provision of the Services; and (b) shall advise LCAJC LCYJC and any member of the LCA LCY group of companies that is required to hold any Licences in connection with use of the Services; 3.4.2 provide such reasonable co-operation and information in relation to the Services to such of the LCAJCLCYJC’s customer's and other operators as LCAJC LCYJC may reasonably require for the purposes of enabling any such persons to create and maintain any interfaces that the LCAJC LCYJC may reasonably require; and 3.4.3 allocate sufficient resources to provide the Services in accordance with the terms of this Agreement. 3.5 The Operator acknowledges that it is not being appointed as an exclusive operator for any of the Services and LCAJC LCYJC may at any time appoint or procure from a third party the provision of similar services to those Services provided by the Operator. 3.6 The Operator shall promptly notify LCAJC LCYJC in writing if it becomes aware during the performance of this Agreement of any inaccuracies in any information provided to it by LCAJC LCYJC during such due diligence which materially and adversely affects its ability to perform the Services or meet any service levels. 3.7 The Operator shall not be entitled to recover any additional costs from LCAJC LCYJC which arise from, or be relieved from any of its obligations as a result of, any matters or inaccuracies notified to LCAJC LCYJC by the Operator in accordance with Clause 3.6 save where such additional costs or adverse effect on performance have been caused by the Operator having been provided with fundamentally misleading information by or on behalf of the LCAJC LCYJC and the Operator could not reasonably have known that the information was incorrect or misleading at the time such information was provided. If this exception applies, the Operator shall be entitled to recover such reasonable additional costs from LCAJC LCYJC or shall be relieved from performance of certain obligations as shall be determined by the Parties acting reasonably. 3.8 The Operator is responsible at all times for the clarity, accuracy, fitness, suitability and completeness of its Service specifications and its compliance with all Laws. It is the responsibility of the Operator to seek any guidance from LCAJC LCYJC in respect of any issues under this Agreement on which it is unclear. 3.9 Without prejudice to Clause 3.4 the Operator shall monitor and shall keep LCAJC LCYJC informed in writing of any changes in the Laws which may impact the Services and shall provide LCAJC LCYJC with timely details of measures it proposes to take and changes it proposes to make to comply with any such changes. Without prejudice to the rest of this Clause 3.9, the Operator shall use all reasonable endeavours to minimise any disruption caused by any changes in applicable Laws introduced pursuant to this Clause. 3.10 The Operator will in so far as reasonably and commercially possible will use its reasonable endeavours to satisfy any reasonable obligations placed on it under the s106 agreement entered into between LCA LCY and the London Borough of Newham, the relevant sections of that agreement applicable to this Agreement relate to the Airport Noise Management Scheme (Fourth Schedule) annexed to this Agreement at Schedule 4. 3.11 The Operator shall comply and shall ensure that the Operator and each of his subcontractors shall comply with all applicable laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015 as amended time to time (“MSA 2015”). 3.12 The Operator warrants and represents that neither the Operator nor any of his officers, employees or other associated persons: 3.12.1 has been convicted of any offence involving slavery and human trafficking; or 3.12.2 has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking. 3.13 The Operator shall implement due diligence procedures for his own suppliers, subcontractors and other participants in his supply chains, to ensure that there is no slavery or human trafficking in his supply chains. 3.14 The Operator shall maintain a complete set of records to trace the supply chain of all materials, labour and services provided to LCAJC LCYJC in connection with this Agreement and implement supplier and subcontractor audits, either directly or through a third party auditor to monitor compliance with the MSA 2015. 3.15 The Operator shall notify LCAJC LCYJC as soon as it becomes aware of any breach or potential breach of the MSA 2015 and/or any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement. 3.16 The Operator shall prepare and deliver to LCAJC LCYJC no later than 45 days after being requested to do so, a slavery and human trafficking report setting out the steps he has taken to ensure that slavery and human trafficking is not taking place in any of his supply chains or in any part of his business. 3.17 The Operator shall implement a system of training for its employees, suppliers and Subcontractors to ensure compliance with the MSA 2015. 3.18 The Operator shall keep a record of all training offered and completed by his employees, suppliers and subcontractors to ensure compliance with the MSA 2015 and shall make a copy of the record available to LCAJC LCYJC on request. 3.19 The Operator represents warrants and undertakes that he conducts his business in a manner that is consistent with the MSA 2015. 3.20 Breach of Clauses 3.11 to 3.19 shall be deemed a material breach of this Agreement.