1.              Anti-Bribery

1.1           The Client acknowledges and agrees that the Business will not tolerate bribery in any form in connection with the conduct of its business.

1.2           The Client shall:

(a)            comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010;

(b)            not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;

(c)            not do, or omit to do, any act that will cause the Company to be in breach of the Anti-Bribery Laws; and

(d)            promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this Agreement.

1.3           The Client shall promptly notify the Company if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in clause 13.2.

1.4           Breach of this clause 13 shall be deemed a material breach of this Agreement.

1.5           The Client shall indemnify the Business against any Losses incurred or suffered by the Company as a result of any breach of this clause 13 by the Client (including any consequential loss or damage).