AGREEMENT CONCERNING ECONOMIC SANCTIONS AND ANTI-MONEY LAUNDERING
CLEVER ACADEMY JSC & ITS PARTNERS
The Parties agree that compliance with Economic Sanctions of International Organizations and compliance with Anti-Money Laundering regulations is the obligation of all businesses, organizations, and individuals.
To ensure compliance with the above provisions, we require all partners (including any of its subsidiaries, affiliates, branches and personnel, hereinafter referred to as “Partner”), when contemplating transactions, entering into contracts or other agreements of equivalent value (“Transaction”) with Clever Academy Joint Stock Company and its subsidiaries, companies affiliated with Clever Academy (here in after collectively referred to as “Clever Academy”), to fully comply with this Agreement Concerning Economic Sanctions and Anti-Money Laundering (“Agreement”) during the duration of the Transaction(s).
(Partner/Clever Academy hereinafter shall be individually referred to as a “Party” and collectively “Parties”).
- Partner’s Representations and Warranties
1.1. The Partner represents and warrants that, to the best of its knowledge, NEITHER Partner nor any third party who is acting on behalf of the Partner nor the party that Partner is performing the Transaction on its behalf:
(i) is a Restricted Party (as defined below); or
(ii) engages in any transaction or conduct that would reasonably be expected to result it in becoming a Restricted Party; or
(iii) has engaged or is engaging in any transaction(s) that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Sanctions; or
(iv) directly or indirectly, has conducted or is conducting any business dealings or activities with or for the benefit of any Restricted Party; or
(v) is or ever has been in violation of or subject to an investigation relating to sanctions or anti-money laundering.
In there:
Restricted Party means: an individual/entity/organization that is (i) listed, or owned or controlled by the individual/entity/organization on the list of sanctions by the United Nations Security Council, Sanctions Committee of the United Nations Security Council, on the list of organizations and individuals involved in terrorism and terrorist financing announced by the Vietnamese Ministry of Public Security; or (ii) otherwise a target of sanction.
1.2. The Partner confirms and undertakes that no payments to be made by or on behalf of the Partner will :
(i) result in a payment, directly or indirectly, to (a) the Restricted Party; (b) any legal entity owned by 50% or more, directly or indirectly, by the Restricted Party; or (c) any other individual who is prohibited from trading by the United Nations Security Council, the Sanctions Committee of the United Nations Security Council by Sanctions or other applicable laws, or organizations and individuals announced by the Ministry of Public Security of Vietnam; and/or
(ii) be directly or indirectly used for money laundering, or for money laundering purposes.
- Termination, Cancellation of Transaction
The Parties irrevocably agree that in case the Partner violates any of the above provisions, Clever Academy has the right to immediately (i) terminate, and cancel the Transaction with the Partner without penalty or compensation and give the partner any money; (ii) request the partner to refund the entire amount that Clever Academy has paid to the Partner (if any); (iii) request the Partner to compensate for all damages (if any) to Clever Academy.
- Amendment of Agreement
The Parties agree that Clever Academy has the right to amend and supplement this Agreement without the prior consent of the Partner, provided that Clever Academy needs to notify the Partner (in writing or by email) at least fifteen (15) days prior to the expected applicable date.
- Entire Agreement
This Agreement is an integral part constituting the entire agreement(s)/contract(s)/engagement(s) between Parties.
CLEVER ACADEMY JSC.