DEFINITIONS
MGA (Mavi Gök Havacılık A.Ş.)
For the purposes of the Supplier Ethical Principles and Compliance Rules (the “Rules”), the terms “Company” or “MGA” refer to the legal entity Mavi Gök Havacılık A.Ş., including its employees, officers and representatives acting on behalf of MGA.
EU Sanctions
Means sanctions adopted by the Council of the European Union and implemented by the Member States.
U.S. Sanctions
Means sanctions imposed by the U.S. Federal Government, its states and governmental authorities.
Embargo
Means a prohibition imposed by a government, for economic or political reasons, on the export to or import from a particular country of all or certain goods.
Discrimination
Means the unfair or prejudicial treatment of individuals based on categories including, in particular, age, dependent or parental status, race (including colour, nationality and ethnic origin), religion, disability (including physical, emotional and mental disability), gender identity, sexual orientation, physical characteristics, political beliefs, pregnancy and breastfeeding, or sex.
Whistleblower / Reporting Person
Means any person who, in good faith and honestly, reports to MGA any situation that is contrary to ethical principles, these Rules or applicable laws and regulations.
Information Security
Means the set of principles, controls, rules, procedures, policies and technological measures implemented to ensure the confidentiality, integrity and availability of all information held by MGA in electronic, oral or written form. Information Security covers the protection of both trade secrets and Personal Data.
UN Sanctions
Means economic sanctions imposed by the United Nations Security Council and implemented by Member States of the United Nations. All UN Member States are required to comply with United Nations sanctions.
Conflict of Interest
Means any situation or conduct in which the personal, social, family, political or financial interests of the Supplier or its employees or representatives may affect their impartiality in the performance of their duties within the scope of their business relationship with MGA, or may conflict with the interests of MGA. This includes both actual and apparent Conflicts of Interest.
Ethics
Means a system of values that guides the conduct of individuals and organizations based on fundamental moral principles such as integrity, honesty, fairness, responsibility, respect and transparency. MGA considers acting in accordance with these values in all of its business processes to be a fundamental obligation.
Intellectual Property
Means all intangible assets of MGA that have commercial value and result from creativity, innovation or technical development, including patents, trademarks, industrial designs, copyrights, software, databases and know-how.
Confidential Information
Means any information and documentation belonging to MGA or its business partners that is not publicly available and may only be used within the scope of authorization and as required for the performance of duties, including strategic plans, operational data, financial reports, customer information, pricing policies, business development projects and internal correspondence.
Export Control Regulations
Means the applicable laws and regulations of relevant countries that regulate and restrict the import, export and re-export of technologies, information, products and services for reasons relating to trade, foreign policy and national security.
Public Official
Means any person who participates in the performance of a public function and generally includes, but is not limited to, the following:
• Employees of any governmental body or state-owned enterprise in any domestic or foreign country;
• Employees of any political party and all political candidates in any domestic or foreign country;
• Persons holding a position in any legislative, executive or judicial body in any domestic or foreign country;
• Judges, jurors or other judicial officers serving in national, international or foreign courts;
• Officials or representatives serving in national or international parliaments; and
• Arbitrators serving in arbitration proceedings conducted for the resolution of a legal dispute.
Money Laundering (“AML”)
Means the process of concealing the origin of proceeds of crime, being assets or funds derived from criminal activity, and introducing them into the financial system as if they had been obtained through legitimate means.
Personal Data
Means any information relating to an identified or identifiable natural person that enables such person to be identified, directly or indirectly.
Corporate Compliance Team
Means the authorized unit of MGA responsible for ensuring the effective implementation of Ethics and Compliance processes, providing guidance to MGA employees and Suppliers on such matters, assessing reports and notifications, and taking the necessary actions. Suppliers may submit notifications to the MGA Corporate Compliance Team via the following email address: [email protected]
Know Your Customer (“KYC”) Process
MGA and its Suppliers undertake, prior to establishing a business relationship and throughout the course of such relationship, to review and assess, on a risk-based basis, the identity, field of activity, beneficial ownership structure, commercial reputation and status of their customers, business partners and other relevant third parties against sanctions and embargo lists published by the Republic of Türkiye Financial Crimes Investigation Board (MASAK), the U.S. Office of Foreign Assets Control (OFAC), the European Union (EU), the United Nations Security Council (UNSC), the United Kingdom Office of Financial Sanctions Implementation (OFSI/HM Treasury), and other relevant national and international sanctions authorities.
Within this scope, the parties shall apply the necessary due diligence processes in order to reasonably identify, assess and manage risks relating to money laundering, terrorist financing, corruption, sanctions violations and other ethics and compliance matters.
The purpose of this process is to prevent unlawful activities, effectively manage sanctions and compliance risks, ensure that business relationships are conducted on a legitimate and transparent basis, and ensure compliance with applicable national and international laws and regulations.
Bribery
Means attempting to obtain an improper advantage in connection with a business transaction or relationship by giving, offering or promising anything of value to a Public Official (whether directly to such Public Official or to another person designated by them) or to any third party, in order to induce such person to perform or refrain from performing an act in connection with their duties, thereby improperly influencing or encouraging corrupt conduct.
For the purposes of this definition, “anything of value” includes, but is not limited to, money, gifts and services of a nature that:
• partially or wholly influences, or may influence, impartiality, performance or decision-making;
• may give rise to reputational risk if disclosed to the public;
• may result in a violation of applicable laws and regulations;
• may create the appearance or perception that bribery has occurred; or
• may result in preferential treatment in connection with the performance of a particular duty or function.
Any act falling within the scope described above shall be considered Bribery.
Harassment
Means systematic and/or persistent unwanted and disturbing conduct by an individual or group, including threats and demands. Harassment may consist of unwelcome or offensive conduct that creates a hostile working environment. Such conduct may originate from an employee, manager, Supplier, business partner or customer and may cause discomfort or distress to the person concerned.
Compliance
Means MGA and the Supplier conducting their activities in full compliance with all applicable laws, regulations, internal policies, procedures, rules and principles, with the aim of preventing violations, ensuring the legal security of the parties and protecting corporate reputation.
Sanctions Authorities
Means authorities of a country or international organization (e.g. the United Nations, the European Union or OFAC) that are authorized to impose economic or financial sanctions against specific individuals, entities or countries. MGA and the Supplier are required to comply with such sanctions and, where their activities or transactions fall within the scope of applicable national or international sanctions regimes, with the relevant Embargo requirements.
Corruption
Means the abuse by public or private sector officials of the powers entrusted to them for the purpose of obtaining a personal benefit, including offences such as bribery, embezzlement, extortion and bid rigging.
“Anti-Bribery and Anti-Corruption Laws” means all applicable laws, regulations and international conventions relating to bribery and corruption, including, to the extent applicable to the relevant transaction, the laws of other jurisdictions, such as the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act (UKBA), and similar legislation.
1. GENERAL
1.1 PURPOSE AND SCOPE
These Rules have been established to ensure that MGA and its Suppliers conduct their activities in accordance with applicable laws and regulations, contractual commitments and ethical principles, based on the values of fair competition, integrity, responsible conduct and ethical business practices.
The implementation of these Rules is intended to ensure MGA’s compliance with applicable local and international regulations and industry expectations. It is essential that all parties comply with both the letter and the spirit of these Rules.
1.2 APPLICABILITY
These Rules are binding on all Suppliers of MGA. In addition, MGA and its Suppliers shall put in place the necessary contractual arrangements to ensure that third parties, including business partners, contractors and suppliers, comply with the principles and standards set out in these Rules, and shall implement appropriate monitoring and audit mechanisms for this purpose.
2. ETHICAL PRINCIPLES AND COMPLIANCE PROCEDURES
All Suppliers are required, within the scope of their business relationship with MGA, to act in compliance with applicable laws and regulations, these Rules and their contractual obligations. Each Supplier is responsible for reading and understanding these Rules, supporting the principles set out herein and ensuring their implementation.
2.1 PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
The protection of MGA’s Intellectual Property rights, including but not limited to patents, trade secrets, copyrights, trademarks, scientific and technical information, know-how and experience developed in the course of the Company’s activities, is essential to maintaining MGA’s competitive advantage.
In addition to protecting MGA’s Intellectual Property rights, all Suppliers must also respect the valid Intellectual Property rights of others.
In the event of any unauthorized use, theft or misuse of MGA’s Intellectual Property rights, MGA reserves all rights to pursue any and all claims, legal actions and complaints.
Representation of the MGA Brand and Standards of Conduct
The MGA brand represents the Company’s corporate identity and the manner in which it creates a distinctive presence on a global scale. The brand is directly associated with the core values set out in these Rules.
The Supplier is required to act in a manner that protects the MGA brand, the Company’s corporate values and its reputation.
The Supplier acknowledges that, in connection with its business relationship with MGA, the conduct and statements of its employees, representatives and own suppliers may be directly associated with the MGA brand. Accordingly, the Supplier shall act in compliance with these Rules in all interactions with its customers, business partners and other third parties and shall refrain from any conduct that may harm MGA’s corporate reputation, conflict with its brand values or create a negative public perception.
2.2. OCCUPATIONAL HEALTH, SAFETY AND SECURITY
All applicable laws and regulations relating to occupational health, safety and security must be complied with at all times at all MGA and Supplier facilities. Accordingly, it is of paramount importance that all employees of the Supplier, as well as its own suppliers, act responsibly and under no circumstances compromise occupational health and safety.
In this context, particular attention shall be given to the following:
- Taking individual responsibility for safety;
- Reporting for duty at all times in a physically and mentally fit condition;
- Never compromising on health, safety and security;
- Maintaining zero tolerance towards violence, threats and the possession of weapons;
- Complying with all restrictions and prohibitions relating to the use of drugs, alcohol and tobacco; and
- Acting responsibly with a view to reducing environmental impact.
2.3. HUMAN RIGHTS AND EQUALITY
MGA is committed to fostering a culture of respect and inclusion and adopts a zero-tolerance approach towards any decision or action that violates human rights or the principle of equality.
Harassment or Discrimination based on gender, age, race, national origin, religion, language, sexual orientation, marital status, disability or any other legally protected characteristic shall not be tolerated under any circumstances. Harassment may take many forms, including hostile conduct such as retaliation, intimidation, offensive language or inappropriate jokes.
MGA treats its Employees and all individuals on the basis of merit and without discrimination based on age, gender, disability, religion, sexual orientation, marital status, race or colour, national origin, or any other legally protected class or status.
Suppliers are likewise required to act in accordance with these principles, refrain from any conduct constituting harassment, discrimination or retaliation, and ensure that their own employees, subcontractors and business partners also comply with these principles.
Protection of Good-Faith Reports
MGA is committed to ensuring that reports made in good faith by Suppliers under these Rules are assessed in a secure, confidential and retaliation-free environment. In this context, the following procedures shall apply:
Confidentiality: The identity of the person or entity making the report shall not be disclosed to third parties without their explicit consent, unless required by applicable law or legal proceedings. Access to identifying information shall be limited to persons authorized to review and investigate the report.
Prohibition of Retaliation: No retaliatory action may be taken against Suppliers, their employees or representatives who, in good faith, report an ethical violation, breach of applicable law or conduct contrary to these Rules. Prohibited retaliation includes, without limitation, unjustified termination of contracts, unjustified suspension or reduction of orders, unjustified delay of payments, commercial pressure, discrimination, threats or any similar retaliatory conduct.
Protection of Good-Faith Reports: Reports made in good faith and based on reasonable grounds shall remain protected even if they are subsequently not substantiated. However, where a report is knowingly false, misleading or made in bad faith, contractual, civil or other legal proceedings may be initiated against the relevant person or entity.
These procedures are intended to support the maintenance of a transparent, trust-based and ethical business relationship between MGA and its Suppliers.
Political Activities
The Supplier shall act in accordance with the principle of political neutrality in all activities carried out within the scope of its business relationship with MGA.
The Supplier shall not, on behalf of MGA or in connection with any activity that may be associated with MGA, express political views, participate in political campaigns, propaganda or similar activities, or directly or indirectly use MGA’s name, brand, resources or reputation in connection with such activities.
The Supplier’s employees and representatives shall clearly separate their personal political activities from their business relationship with MGA and from any activities carried out within that scope. Any appearance or perception that such activities are associated with MGA may also be considered a violation of these Rules.
2.4. PROTECTION OF PERSONAL DATA
MGA’s approach to Personal Data is based on the principles of transparency, security, legal compliance and accountability. Accordingly, the Supplier shall fully comply with all applicable national and international data protection laws and regulations, as well as relevant policies and procedures, in relation to all Personal Data accessed or processed within the scope of its business relationship with MGA.
The Supplier shall take all necessary technical and organizational measures to ensure the confidentiality and security of Personal Data, implement appropriate safeguards against unauthorized access, data loss or data breaches, and process Personal Data solely for the specified purposes.
The Supplier is responsible for ensuring that access to Personal Data is limited to authorized personnel, that such personnel comply with their confidentiality obligations and, where applicable, that its subcontractors are subject to the same obligations.
In the event of any data breach or security vulnerability, the Supplier shall notify MGA without undue delay and provide all necessary cooperation to minimize the effects of the breach.
2.5 PROTECTION OF CONFIDENTIAL INFORMATION
The Supplier shall be responsible for protecting all confidential and proprietary information accessed or obtained in the course of providing the services. This obligation shall continue after termination of the business relationship.
Confidential Information may only be disclosed where knowledge of such information is strictly necessary in direct connection with the relevant business activity and only to authorized persons on a need-to-know basis. Any other disclosure shall only be permitted where expressly required by applicable law or upon request by competent judicial or administrative authorities.
In accordance with the principle of fair competition, the Supplier undertakes not to unlawfully obtain, accept or use Confidential Information belonging to any third party, including competitors.
The Supplier shall use Confidential Information solely for MGA’s lawful and legitimate business activities, shall not disclose it to unauthorized persons, and shall implement all necessary technical, organizational and physical measures to ensure its security. The Supplier shall also ensure that all personnel involved in this respect act with due awareness and responsibility.
2.6. COMPLIANCE WITH LAW, CONTRACTUAL OBLIGATIONS, CORPORATE POLICIES AND PROCEDURES
Within the scope of its business relationship with MGA, the Supplier shall respect its contractual obligations and act in a manner that does not undermine the trust of MGA or its other suppliers and business partners.
To the extent relevant to the services or activities undertaken, the Supplier shall comply with the obligations set out in the agreements entered into with MGA.
The Supplier shall comply with all applicable laws, regulations and other legal requirements in every jurisdiction in which it operates, as well as with MGA’s corporate policies and procedures that have been communicated to the Supplier.
2.7. KNOW YOUR CUSTOMER (KYC) PROCESS
The Supplier acknowledges that it is subject to the Know Your Customer (KYC), anti-money laundering (AML), counter-terrorist financing and other relevant compliance processes carried out within the framework of MGA’s Ethics and Compliance standards.
In this context, the Supplier shall, throughout the establishment and continuation of its business relationship with MGA, provide all requested information and documentation relating to its identity, corporate structure, ownership structure and activities in an accurate, complete and up-to-date manner.
The Supplier warrants the accuracy of the information and documentation provided and shall notify MGA without undue delay of any changes to such information.
As part of the risk assessments conducted by MGA, additional information and documentation may be requested depending on the Supplier’s risk profile. The Supplier shall respond to such requests within a reasonable period and provide the necessary cooperation.
Where a situation is assessed as high risk, MGA may apply Enhanced Due Diligence (EDD) procedures. The Supplier shall comply with any additional checks and verification procedures requested in this context.
The Supplier shall cooperate fully with MGA during any reviews conducted as part of KYC, AML and related compliance processes and shall notify MGA without undue delay of any situation or transaction that may reasonably be considered suspicious.
The Supplier further undertakes to carry out appropriate KYC, AML, counter-terrorist financing and other relevant compliance checks in respect of its own suppliers, subcontractors and other business partners used in connection with its activities, in accordance with applicable laws and regulations and a risk-based approach, and to update such checks where deemed necessary throughout the course of the business relationship. The Supplier shall notify MGA without undue delay of any material compliance risk relating to such parties that can reasonably be identified.
2.8. COMPLIANCE WITH COMPETITION LAW
The Supplier shall comply with all applicable competition laws and related regulations in every country in which it operates. Any agreement or practice that restricts competition or unreasonably restrains trade is prohibited.
The Supplier undertakes not to enter into any agreement, arrangement or coordination with MGA’s competitors or any other third party that directly or indirectly prevents, distorts or restricts competition, including, without limitation, price fixing, market allocation, or restrictions relating to customers or suppliers.
The Supplier shall not use or disclose to third parties any commercially sensitive information obtained within the scope of its business relationship with MGA in a manner that restricts competition. The Supplier shall notify MGA without undue delay of any situation that may constitute a violation of competition law.
2.9. UNFAIR COMPETITION
The Supplier shall act in accordance with fair business practices within the scope of its business relationship with MGA and shall refrain from any conduct intended to obtain an advantage through anti-competitive or unlawful means.
Without limitation, the Supplier shall not:
• Make misleading, false or unverified statements;
• Make statements that directly or indirectly disparage competitors;
• Seek to obtain an advantage through false or misleading comparisons;
• Unlawfully obtain or use trade secrets or confidential information belonging to competitors; or
• Participate in any agreement, practice or coordination that prevents, distorts or restricts competition.
2.10. ANTI-BRIBERY AND ANTI-CORRUPTION
The Supplier shall fully comply with all applicable anti-corruption and anti-bribery laws and regulations in connection with its business relationship with MGA. No benefit of monetary or non-monetary value may be provided, offered or promised, directly or indirectly, to any Public Official or to any person designated by such Public Official for the purpose of obtaining any business advantage.
In this context, offering or accepting any payment, gift, hospitality, loan, employment opportunity, investment opportunity or similar benefit for the purpose of obtaining an improper advantage is prohibited.
All dealings with public authorities and Public Officials shall be conducted in compliance with applicable laws and regulations, and any conduct that may constitute or be perceived as bribery or corruption shall be strictly avoided. The Supplier shall be responsible for ensuring that its employees, representatives and subcontractors also comply with these requirements.
2.11. PREVENTION OF MONEY LAUNDERING (AML)
The Supplier shall fully comply with all applicable national and international anti-money laundering (AML) laws and regulations in connection with its business relationship with MGA. In this context, the Supplier shall conduct its activities on a risk-based basis and exercise appropriate care and diligence in relation to high-risk transactions or business relationships.
Within the scope of its activities carried out in connection with its business relationship with MGA, the Supplier shall identify suspicious, unusual or complex transactions and notify MGA of such matters without undue delay.
Furthermore, upon request, the Supplier shall fully cooperate with any review or audit conducted by MGA and shall provide all required information and documentation in a complete and accurate manner.
2.12. EVENTS AND GIFTS, DONATIONS, SPONSORSHIPS AND MEMBERSHIPS
The Supplier shall act in accordance with the principles of integrity, transparency and reasonableness in relation to gifts, donations, sponsorships, event invitations and similar practices within the scope of its business relationship with MGA. Such practices must not be of a nature that could influence decision-making processes or create the perception that they may do so.
Gifts, hospitality or similar benefits may only be offered or accepted for the purpose of developing legitimate business relationships, provided that they are of reasonable value and occur infrequently. Cash or cash equivalents must not be offered or accepted under any circumstances.
No gifts, hospitality or event invitations may be offered or accepted during an active tender, bidding or contract negotiation process. Likewise, offering any gift or benefit, or requesting such a benefit, for the purpose of obtaining an advantage is prohibited.
2.13. CONDUCTING BUSINESS FAIRLY AND ETHICALLY
The Supplier shall act fairly, honestly and in accordance with ethical principles in all activities carried out within the scope of its business relationship with MGA. All information and statements used in sales, marketing and promotional activities must be accurate, clear and not misleading.
It is acknowledged that unethical, unlawful or unfair conduct may result in serious civil, criminal and administrative consequences. Accordingly, the Supplier shall strictly comply with all applicable laws and regulations.
2.14. ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE AND SUSTAINABILITY
MGA aims to reduce the adverse environmental impacts of its business activities, promote the efficient use of resources and encourage environmentally responsible practices. Accordingly, Suppliers are expected to conduct their activities with due consideration for environmental impacts and in accordance with sustainability principles.
The Supplier should seek to minimize the use of energy and natural resources, reduce waste generation and greenhouse gas emissions, support recycling practices, and comply with applicable national and international environmental laws and regulations.
As part of its social responsibility, the Supplier shall respect employee rights, provide a fair, safe and inclusive working environment, and adopt a zero-tolerance approach towards discrimination and harassment.
The Supplier undertakes to conduct its activities in accordance with the principles of transparency, accountability and ethical business conduct, and to cooperate with MGA to a reasonable extent in monitoring, assessing and, where necessary, improving its sustainability-related activities.
The Supplier further undertakes to take reasonable measures to encourage its suppliers, subcontractors and other business partners involved in its activities to comply with applicable environmental, social, ethical and corporate governance standards, and to carry out appropriate controls proportionate to the nature of the relevant risks.
2.15. SANCTIONS AND EXPORT CONTROLS
For MGA, full Compliance with economic sanctions and export controls imposed by the Republic of Türkiye, the United Nations (“UN”), the United States of America (“U.S.”), the European Union (“EU”) and other relevant jurisdictions (“Sanctions”) is a fundamental principle in all business activities.
MGA is committed to full compliance with all applicable sanctions and export control requirements in every market in which it operates. Accordingly, the standards set out below constitute an integral part of MGA’s Ethics and Compliance Rules, and Suppliers are required to comply fully with these Rules.
Suppliers shall also comply, throughout their business relationship with MGA, with all applicable national and international sanctions regimes, Export Control Regulations and related laws and regulations. This obligation applies not only to direct activities, but also to indirect transactions, subcontractors and all parties involved within the scope of the relevant business relationship.
Where any violation of these Rules is identified, MGA reserves the right to exercise any contractual remedies available to it.
Sanctions and Export Control Regulations imposed by governments and international organizations may restrict the transfer, supply or provision of certain goods, services, technologies, information and technical data. Such restrictions may be imposed, for political, military, economic or social reasons, in the form of comprehensive or sectoral Embargoes targeting specific countries, entities or individuals.
As an organization operating globally, MGA considers it essential that its Suppliers take all necessary measures to effectively identify and manage risks arising from Sanctions and export controls.
Sanctions Targets
The following persons and entities shall be considered Sanctions Targets, including but not limited to:
• Natural or legal persons directly targeted by Sanctions [for example, persons included on the Specially Designated Nationals and Blocked Persons List (“SDN List”) published by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)];
• Persons, companies and entities considered to be engaged in activities contrary to the national security, foreign policy or economic interests of the United States [including those listed on the Entity List published by the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce];
• Entities that are directly or indirectly owned, in an aggregate amount of 50% or more, or otherwise controlled by such persons, which shall be treated as subject to the same applicable sanctions and export control restrictions in accordance with OFAC’s “50 Percent Rule” and the U.S. Department of Commerce BIS “Affiliates Rule / 50% Ownership Rule” introduced in 2025;
• Countries and territories subject to Embargoes as of the date of the applicable policy (for example, Iran, Cuba, North Korea, Syria, the Russian Federation and certain regions of Ukraine);
• Persons resident in, or companies established or incorporated in, countries or territories subject to Embargoes; and
• Persons or entities owned or controlled by, or acting as representatives or agents of, the governments of countries subject to Embargoes or the Government of Venezuela.
(Embargo and sanctions programs are dynamic, and the relevant lists and restrictions may change over time. The current status must therefore be reviewed on a regular basis.)
Scope of Application of EU and U.S. Sanctions
EU Sanctions apply to the following persons and circumstances:
• All transactions conducted within the territory (and airspace) of the European Union;
• Aircraft and vessels under the jurisdiction of EU Member States;
• Transactions conducted by nationals of EU Member States, regardless of their location;
• Companies incorporated or constituted under the laws of an EU Member State, including their branches in third countries; and
• All transactions carried out wholly or partly within the European Union.
U.S. Sanctions, on the other hand, apply to:
• U.S. citizens, permanent residents and all persons located within the territory of the United States;
• Companies incorporated or organized under U.S. law and their foreign branches;
• Foreign entities owned or controlled by U.S. persons, where applicable under specific sanctions programs;
• The export or re-export to third countries of goods containing U.S.-origin items; and
• In certain circumstances, transactions conducted entirely outside the United States by non-U.S. persons or companies involving products containing U.S.-origin content and countries subject to Embargoes.
U.S. Sanctions may, for example, also affect foreign companies in connection with certain transactions involving Iran or Cuba where the transaction involves U.S.-origin content, such as software, technology or materials — generally subject to a 10% or 25% de minimis threshold, depending on the destination country — or where payment is made in U.S. Dollars.
Prohibited Activities and Compliance Process
The direct or indirect trade of products and services provided by MGA with Sanctions Targets or countries subject to Embargoes is not permitted.
In this context, the Supplier shall:
Prior to entering into any business relationship with any prospective customer, supplier or Business Partner, determine whether such party is included on any applicable sanctions list, identify its ownership structure, and effectively implement the KYC Process described above;
For this purpose, use relevant official sources providing access to the current sanctions lists of the European Union, the United States, the United Kingdom and other jurisdictions (for example, sanctionsmap.eu, the OFAC SDN Search and the UK Sanctions List), as well as commercial screening solutions where necessary; and
Where any person or entity other than the contractual counterparty benefits from the relevant agreement, verify whether such person or entity is also included on any applicable sanctions list.
The Supplier shall conduct its activities in compliance with all applicable Sanctions, Export Control and other relevant Compliance requirements. Where the necessary due diligence cannot be completed, the ownership or control structure cannot be adequately determined, required authorizations or licences are unavailable, or there is a reasonable risk that the transaction would violate applicable Sanctions or Export Control Regulations, the relevant activity shall not be commenced or continued until the necessary assessment has been completed.
Due Diligence and Risk Assessment
Before establishing an ongoing business relationship with any customer, supplier, subcontractor or other business partner, the Supplier shall conduct the necessary due diligence and sanctions screening in accordance with a risk-based approach. Such checks shall not be limited to the commencement of the business relationship, but shall also be reviewed and updated at reasonable intervals throughout the relationship, taking into account the relevant party’s risk profile.
Where the Supplier identifies any violation, suspicion or material risk indicator relating to Sanctions, Export Controls, AML or other Compliance matters, it shall conduct such additional reviews as may be necessary depending on the nature of the risk, including Enhanced Due Diligence (“EDD”), and shall take appropriate risk-mitigation measures, including, where appropriate, suspending the relevant transaction until the review has been completed. Where it is determined that applicable laws or regulations have been violated or that the transaction is legally prohibited, the relevant transaction shall not be carried out or shall be discontinued.
Contractual Safeguards
The Supplier shall take such contractual and other reasonable measures, proportionate to the nature and level of risk of the relevant relationship, as are necessary to ensure that its suppliers, subcontractors and other business partners engaged in connection with its activities comply with applicable Sanctions, Export Control, AML and other relevant Compliance laws and regulations, as well as these Rules.
If the Supplier breaches any of its obligations under these Rules, MGA may, taking into account the nature and severity of the breach, exercise any and all rights available to it under the existing agreements between the parties and applicable law, and pursue any appropriate legal remedies.
The Supplier shall maintain appropriate records and documentation relating to its KYC, sanctions screening and other compliance controls, to the extent required by applicable laws and regulations, in a manner that enables such controls to be verified where necessary.