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Facebook Trade Compliance Agreement

This document is a legally binding agreement between RWS Group Limited and its vendors regarding compliance with trade and background check requirements for Meta-related projects. Vendors must ensure their personnel meet specific security and compliance standards, including background checks and adherence to trade sanctions. Failure to comply may result in termination of cooperation and financial consequences.

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0% found this document useful (0 votes)
1K views4 pages

Facebook Trade Compliance Agreement

This document is a legally binding agreement between RWS Group Limited and its vendors regarding compliance with trade and background check requirements for Meta-related projects. Vendors must ensure their personnel meet specific security and compliance standards, including background checks and adherence to trade sanctions. Failure to comply may result in termination of cooperation and financial consequences.

Uploaded by

dayzbrutus
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd

Trade Compliance & Background

Checks Agreement
Meta Account Group

Prepared by: RWS


Addressed to: RWS vendors
Date: 12.4.2024
Revision: 1.3
THIS DOCUMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN THE
CUSTOMER AND VENDOR REGARDING SERVICES RENDERED OR TO BE RENDERED
BY VENDOR

Vendor: Vendor as identified in the RWS Vendor Management System (“Vendor”)

Customer: RWS Group Limited, with its registered address at Europa House, Chiltern
Park, Chiltern Hill, Chalfont St Peter, SL9 9FG, United Kingdom, on behalf of itself and
Affiliates

Customer and Vendor both agreed to execute this agreement that shall follow the
terms of the agreed Terms and Conditions. This agreement shall be incorporated into
the Terms and Conditions.

1. Introduction. In order to be eligible to work on Meta-related projects and/or


any linked activities (“the Account“), a number of requirements have to be met by
Vendor and its Personnel (as defined below) to comply with both Meta’s („the End-
customer“) requirements, as well as Customer’s requirements and the applicable
laws. Failure to comply with these may result in termination of cooperation,
financial consequences and/or further actions depending on the extent of the
breach. „Personnel” shall mean any individual that performs services for
Customer, which Personnel shall be a Vendor himself/herself (in case Vendor
consists of a single individual) and/or an employee or independent contractor or
subcontractor of Vendor’s and which Personnel shall carry out duties and tasks as
set forth in the applicable PO.

2. Trade Compliance & Background Checks. Following requirements (“the


Account Requirements“) have been defined as mandatory on the Account. Not
adhering to these may become a cause for termination of the cooperation on the
Account or complete termination of cooperation with Customer. Should the
Vendor become aware that any of these requirements cannot be met for a specific
reason in a specific period of time, Customer’s Vendor Relations Management
team at VRM_Meta_i18n@[Link] needs to be informed reasonably in advance,
or as soon as such information becomes available to mitigate potential impact.
Informing Customer does not remove liability for damages resulting from
Specified Breach, although it is taken into consideration during evaluation of any
such case.

• Background checks, security clearance and ID verification.


Vendor hereby confirms that,

RWS Confidential 2
to the extent allowed by applicable law, necessary security clearances and, at a
minimum, all of the following background checks within the twelve (12) months
immediately preceding the Personnel’s first day of engagement on the Account
for any Personnel performing Services: 1) social security trace (or local
equivalent); 2) criminal (for all jurisdictions in which the linguist has lived or
worked for the past 7 years); and 3) Consolidated Government Screening List
(i.e., Terrorist Watchlist);
were duly performed and did not reveal any previous criminal or other
inappropriate behavior.

Vendor therefore confirms that:


• none of the Personnel is on active Terrorist Watchlists
• personal details provided during recruitment and/or qualification
process for Personnel who will provide services on the Account, are
matching their National IDs
• none of the Personnel was arrested or convicted of a felony in any of
the jurisdictions in which the linguist has lived or worked for the past 7
years
o from the time of arrest or from the release from prison
respectively
o felony is defined as a crime typically involving violence,
regarded as more serious than a misdemeanor, and usually
punishable by imprisonment for more than one year or by
death

Vendor is required to use a background screen provider accredited by the


Professional Background Screening Organization or a local equivalent. See
here for an international directory. Vendor is responsible for ensuring they are
entitled to perform background screens and do so in accordance with local
regulations. It is not required to submit screening results to Customer unless
requested in writing.

• Trade Compliance. Vendor represents and warrants that Vendor and its
Personnel are not subject to any applicable UN, U.S. or EU economic sanctions
and trade restrictions. For avoidance of doubt, Vendor shall ensure it has
sufficient processes to ensure Vendor and Vendor’s Personnel are not located
in countries subject to comprehensive U.S. trade sanctions and that they are
not listed on any listings of denied parties published by U.S. and EU
authorities. Available for example here:
• [Link]
persons-groups-and-entities-subject-to-eu-financial-
sanctions/resource/3a1d5dd6-244e-4118-82d3-db3be0554112
• [Link]

RWS Confidential 3
• [Link]
List/Pages/[Link]

Failure to meet these requirements is defined as allowing Personnel not meeting


the above security requirements to work on the Account and/or not notifying
Customer about any active Personnel no longer meeting the requirements within
2 working days from the time when the information becomes available to the
Vendor. Failure to meet this requirement is also defined as proving the Vendor’s
representations and warranties regarding trade compliance not true or not
notifying Customer about Vendor’s representations and warranties regarding
trade compliance no longer being valid immediatelly upon its occurence.

3. Damages for certain breaches. Compliance with all of the above


requirements will be monitored by Customer. Not following any of the without
prior written exemption granted by the Customer will be considered as a
Specified Breach as per agreed Terms and Conditions.

RWS Confidential 4

Common questions

Powered by AI

The Customer monitors compliance by evaluating the fulfillment of background checks, trade compliance, and notification protocols outlined in the agreement . Any observed failures without prior exemptions are treated as 'Specified Breaches', triggering consequences like termination or financial penalties . To enforce compliance, the agreement mandates timely notification of any personnel or trade changes, ensuring ongoing adherence to requirements. Moreover, the Customer can request proof of compliance whenever necessary, holding vendors accountable for maintaining set standards .

To be eligible to work on Meta-related projects, vendors must comply with several requirements: 1) Conduct necessary background checks and security clearances including social security trace, criminal checks for jurisdictions where the individual has lived or worked for the past 7 years, and verification against the Consolidated Government Screening List . 2) Ensure that personnel are not on active terrorist watchlists, personal details match their National IDs, and none have been arrested or convicted of a felony in recent years . 3) Comply with UN, U.S., or EU economic sanctions and trade restrictions and ensure no personnel are located in sanctioned countries or listed on any denied parties lists .

The agreement stipulates that vendors are responsible for ensuring necessary background checks and security clearances are performed, including social security trace, criminal checks, and matching personnel details with national IDs . Vendors must use an accredited background screening provider and comply with local regulations . Additionally, vendors must ensure compliance with applicable trade restrictions, ensuring no personnel are listed on denied parties lists and are not located in countries subject to comprehensive sanctions . Invalidating any of these can lead to a breach of compliance and potential termination of cooperation .

The trade compliance requirements under the agreement stipulate that vendors and their personnel must not be subject to any UN, U.S., or EU economic sanctions and trade restrictions . Vendors must ensure personnel are not located in countries listed under comprehensive U.S. trade sanctions and are not on listings of denied parties published by U.S. and EU authorities . These precautions are designed to maintain adherence to global trade laws, reducing legal risk for the customer and ensuring legitimate business operations. Failure to meet these requirements can result in termination or fines .

Notifying the Customer about changes in compliance status within the specified timeframe is important because it allows for timely mitigation of potential impacts on the account. It also demonstrates adherence to proactive compliance, which can weigh in favor of the vendor during evaluations of breaches . Failure to do so is a 'Specified Breach' and may result in severe consequences such as financial penalties or termination of the agreement . Immediate notification is crucial to maintain trust and cooperation under the terms of the agreement .

Vendors are required to use an accredited background screen provider to ensure that the checks performed are professional, comprehensive, and comply with industry standards. This requirement helps maintain the credibility and reliability of the information obtained, preventing any inadequacies or inaccuracies that could lead to security risks or non-compliance issues . Accreditation signifies adherence to established protocols and enhances the trust between the vendor and the customer, supporting compliance with legal and contractual obligations .

Economic sanctions and denied parties lists play a crucial role in the vendor screening process by identifying regions and individuals prohibited from engaging in business under international trade laws . Vendors must ensure their personnel do not reside in sanctioned countries and are not listed as denied parties, as these restrictions are designed to prevent illicit activities and maintain national and international security . Adhering to these lists helps protect the customer and the vendor from legal repercussions, ensuring that their business activities remain lawful and comply with global standards .

Failure to comply with the requirements outlined in the agreement may lead to termination of cooperation with the customer, financial consequences, or further actions depending on the extent of the breach . Not notifying the customer of changes in personnel or vendor representations regarding trade compliance immediately may also constitute a breach, which will be considered a 'Specified Breach' under the agreed Terms and Conditions, potentially leading to damages .

The agreement ensures background checks are performed to a professional standard by requiring the vendor to use a background screening provider accredited by the Professional Background Screening Organization or a local equivalent . This ensures that the checks are reliable, comprehensive, and adhere to accepted industry standards. Additionally, it excludes any personnel from working on the account who have criminal records or are on terrorist watchlists, reinforcing thorough vetting .

Informing the Customer about potential non-compliance can mitigate the Vendor's liability because it shows transparency and allows the Customer to consider this information during breach evaluations . While it does not remove liability for damages entirely, it can influence the Customer's decision regarding consequences, potentially leading to less severe penalization compared to undisclosed violations . Immediate reporting ensures that any corrective actions can be initiated to avoid more significant issues, yet the primary responsibility to rectify remains with the vendor .

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