Partner Code

Introduction

This Partner Code of Ethics and Business Conduct (the "Code") sets forth the ethical principles, values and expectations for all Business Partners engaged in activities with us. It is designed to ensure that our collaborations are built on integrity, transparency and responsible business practices.

The Code emphasizes our commitment to complying with all relevant laws, regulations and standards while fostering a culture of ethical behavior in every aspect of business. We expect all Business Partners to fully understand, implement and adhere to the principles outlined in this document, ensuring that their operations align with these expectations.

While this Code does not cover every possible scenario, it outlines our core expectations and is intended to complement any contractual agreements we have with our Business Partners. In cases where a conflict arises between this Code and a contractual provision, the terms of the contract will take precedence.

General Expectations

We expect our Business Partners to conduct themselves with the highest level of professionalism and to comply with all relevant laws and regulations in the jurisdictions where they operate or provide services. This includes adhering to local laws and regulations in every country they work in, both domestically and internationally.

Business Partners must uphold human rights, prohibit bribery and corruption, and refrain from engaging in unethical business practices. They should also consider the environmental and safety implications of their products and services.

It is essential for Business Partners to effectively communicate the requirements of this Code to their employees and business partners, ensuring these standards are enforced and monitored.

Furthermore, Business Partners are expected to:

• Provide complete, accurate, and timely information when responding to requests for due diligence or background checks, including details about ownership, financial status and prior actions, when necessary;
• Refrain from misrepresenting their relationship with us or creating the appearance that they have the authority to act on our behalf or make commitments for us unless explicitly authorized in writing;
• Establish robust internal controls and compliance mechanisms to detect, prevent and address unlawful activities involving their staff and representatives;
• Implement training programs that equip their employees and representatives with the knowledge and skills required to comply with applicable laws, regulations and ethical standards;
• Fully cooperate with any investigations related to violations of this Code, company policies or relevant laws and provide all required information and support when requested.

Ethics and Business Integrity

Anti-Bribery and Corruption

Business Partners are required to adhere to all relevant anti-corruption and anti-bribery legislation while interacting with us. This obligation covers laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, among other applicable regulations.

Regardless of local traditions or industry norms, we have a zero-tolerance policy for bribery in any form.

For the purposes of this Code, bribery refers to any improper payment, either directly or indirectly, made toa government official, public servant or any other individual to secure or maintain business or gain an unfair competitive edge.

Moreover, we prohibit the offering, promising or authorizing of such payments, even if they are not eventually executed. Accepting improper payments in return for providing an unfair advantage is also strictly prohibited.

The term "payment" extends beyond cash to include any valuable consideration, such as gifts, meals, entertainment, travel perks, charitable or political donations, employment or internship offers, and other business courtesies or personal favors, which, if given with improper intent, could violate anti-bribery or anti-corruption regulations and this Code.

Any exchange, regardless of its size or perceived insignificance, can still be classified as bribery if it unduly impacts a business decision. It is your responsibility to ensure that both you and your subcontractors strictly avoid such conduct.

Gifts and Entertainment

Business Partners are expected to compete based on the quality and value of their products and services, not through business courtesies that create an unfair advantage. In all business interactions, Business Partners must ensure that any gift or hospitality exchange complies with applicable laws and regulations, aligns with the recipient's organizational policies and adheres to fair market practices.

Certain gifts and hospitality are strictly prohibited, including those that:

• Aim to unduly influence decisions, whether to obtain or retain business, especially in dealings with government officials, clients, potential customers, their close associates or any other relevant party;
• Are given in return for preferential treatment or an unjust benefit;
• Involve cash or cash-equivalent items like gift cards;
• Contravene any applicable laws.

To uphold fairness and integrity, gifts or hospitality must not be extended to our employees or their close contacts during ongoing business negotiations. In other cases, such gestures are permissible only if they are modest, suitable for the context and in line with locally accepted business norms.

If any employee requests gifts or hospitality, we encourage immediate reporting. Additionally, Business Partners are strictly prohibited from providing gifts to third parties on our behalf or in connection with our business.

Conflicts of Interest

Business Partners are expected to act with integrity and ensure that personal or financial interests do not compromise, or appear to compromise, business decisions or our partnership. All actions and decisions should be guided by the best interests of the collaboration, free from personal gain or undue influence.

Conflicts of interest can take various forms, including actual conflicts (where objectivity is directly affected), potential conflicts (where a situation may lead to a conflict in the future), and perceived conflicts (where something appears to be a conflict, even if it is not). Even perceived conflicts can be as damaging as actual or potential ones and must be avoided.

Examples of conflicts of interest include:

• Using business opportunities arising from our partnership for personal gain or to benefit another party;
• Exploiting confidential information or company resources for improper advantage;
• Failing to disclose if an employee or their family has ownership or control in your business.

The Business Partner is required to disclose any situations that may present a conflict of interest and notify us if any of their employees or experts engaged by us have any financial or personal interest in the Business Partner’s operations or economic relationships.

Trade and Sanctions Compliance

Business Partners must operate in full compliance with all applicable international sanctions and export control regulations. Engagement with sanctioned entities or regions is strictly prohibited where restricted by law.

To meet these obligations, you are expected to:

• Stay informed about and fully comply with all relevant sanctions laws affecting your business. It is your responsibility to understand how international trade regulations apply to your operations and ensure adherence.
• Implement strong internal compliance measures, including due diligence and sanctions screening for business partners. Additionally, provide employee training to ensure proper understanding and application of sanctions regulations, particularly in transactions involving restricted territories or the cross-border trade of goods, services or technology.
• If your business activities involve jurisdictions or entities subject to trade restrictions (but not an outright ban), you must inform us in advance so we can assess the legal permissibility of engagement.

The Business Partner must guarantee that neither it nor its shareholders are subject to any economic or administrative sanctions.

Anti-Money Laundering & Counter-Terrorist Financing

Business Partners must comply with all relevant national and international regulations designed to prevent, detect and address economic crimes, including fraud, extortion, money laundering, terrorist financing and related offenses.

For the purposes of this Code, money laundering refers to the act of concealing or legitimizing illegally acquired funds, while terrorist financing involves providing financial resources to individuals or groups engaged in terrorist activities, regardless of whether the funds originate from legal or illegal sources.

It is essential that you take proactive steps to ensure your operations are not exploited for unlawful financial activities. Your actions must not facilitate or contribute to any form of illegal conduct.

You must not:

• Hide, manipulate, or convert illegally acquired funds or assets;
• Engage in or assist with transactions linked to criminal proceeds;
• Knowingly facilitate the transfer or distribution of funds intended to support terrorism.

Be alert to unusual financial behaviors, particularly when working with subcontractors. Warning signs of potential money laundering include:

• Requests for payments in unusually large cash amounts;
• Transactions routed through unrelated third parties or entities not mentioned in agreements;
• Overpayment requests beyond contractual terms;
• Payments conducted in unexpected currencies;
• Transactions originating from offshore or non-business accounts without valid justification.

Business Partners must conduct thorough, risk-based due diligence before engaging subcontractors, ensuring compliance with all relevant legal requirements. This includes maintaining transparent and accurate financial records and implementing safeguards to detect and mitigate the risks of financial crime.

If legally required, you must promptly report any suspicious financial activity to the appropriate authorities in your jurisdiction.

Fair Business, Advertising and Competition

Business Partners must adhere to all applicable competition and antitrust laws, operate with honesty and integrity by refraining from any form of fraud, deception or misrepresentation, whether directly or through their representatives, and must not engage in any actions that diminish or eliminate fair competition, including;

Collusive practices, including price-fixing, customer or partner allocation, market division, coordinated boycotts, attempts to eliminate competitors, or agreements that compromise product quality;

Unlawful access, disclosure or misuse of confidential business information, customer data, strategic plans or other proprietary insights;

Any agreements, discussions, or conduct that unfairly restrict competition or distort market conditions.

You are required to promote your products and services truthfully, ensuring that all statements regarding pricing, quality and performance are accurate, substantiated and not misleading. Marketing and advertising materials must align with consumer protection laws and industry standards, prohibiting false endorsements, deceptive testimonials or unethical sales tactics designed to manipulate consumer decisions.

Books, Records and Tax

Operating a lawful and responsible business requires maintaining accurate records and fulfilling all tax and duty obligations. We expect Business Partners to uphold strict financial transparency by ensuring all documentation, including financial statements, invoices, reports and transaction records, is complete, accurate and compliant with legal and contractual requirements.

You must ensure that:

• Transactions are recorded truthfully, without misrepresentation, concealment or falsification;
• Financial books, accounts and records provide a clear and honest reflection of all business activities and assets in reasonable detail;
• All disclosures and records align with recognized accounting standards and applicable financial regulations;
• No funds, assets or cash are maintained in unreported or hidden accounts.

These standards apply universally to all financial activities, transactions and assets, regardless of their size or value.

Business Partners must uphold full transparency when dealing with tax authorities and must not participate in or enable any form of illegal tax evasion.

Privacy and Information Security

When handling personal data, whether related to employees, customers, partners or third parties, Business Partners must exercise the highest level of care and ensure strict confidentiality. Compliance with all applicable data protection and cybersecurity regulations, industry standards and legal requirements is mandatory.

Confidential and proprietary information obtained through our business relationship must not be disclosed, shared or misused in any way. Such information is strictly confidential and may not be shared with third parties without prior written approval. Access should be strictly limited to those with a legitimate business need and it must only be used for its intended purpose.

Protected confidential and proprietary information includes, but is not limited to:

• Business strategies, marketing plans and service models;
• Financial data, including pricing structures and revenue strategies;
• Technical innovations, engineering designs and product development plans;
• Operational workflows, internal methodologies and process frameworks;
• System blueprints, architecture designs and strategic frameworks;
• Source codes, software architectures and databases, including open-source components;
• Customer lists, business contacts and partnership details;
• Employee and customer personal data;
• Intellectual property such as patents, trademarks and copyrights;
• Any additional insights or materials derived from confidential business information.

Likewise, confidential information belonging to third parties must not be shared unless explicitly authorized. This includes any sensitive data acquired from previous professional engagements, as obligations of confidentiality may extend beyond the duration of that relationship.

As a Business Partner, you are required to implement and maintain robust administrative, technical and physical safeguards to protect personal data.

If you become aware of any actual or potential data security breach involving personal or sensitive information, you must immediately notify us. Additionally, you must inform us of and provide assistance in addressing any requests from our customers or employees seeking to exercise their rights under relevant data privacy laws, standards and regulations.

Additionally, Business Partners are prohibited from using our logo, brand name, or any associated trademarks in any form without prior written approval. Unauthorized use of our branding is strictly forbidden.

Responsible Artificial Intelligence

Business Partners must ensure that any Artificial Intelligence solutions they develop, use or integrate into their operations comply with all applicable laws, regulations and recognized standards. AI technologies must be designed and implemented responsibly, aligning with ethical guidelines and regulatory requirements.

Social Sustainability

Fair Labor Practices and Human Rights

We expect our Business Partners to uphold fair labor and employment practices in compliance with all applicable local laws and regulations. Additionally, our Business Partners must share our commitment to respecting human rights and promoting equal opportunities, as outlined in the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, and the ILO Core Labor Standards.

Prohibition of Child Labor

The use of child labor is strictly prohibited.

A “child” is defined as any individual under the age of 15 (or 14 where legally permitted), below the age for completing mandatory education, or under the legal minimum age for employment in their country - whichever is highest.

Business Partners must have processes in place to verify employee ages and maintain proper documentation. Employees under the age of 18 must not be assigned work that could endanger their health or safety, including night shifts or overtime.

Prevention of Forced Labor and Human Trafficking

Business Partners are required to take all necessary steps to ensure that slavery, servitude, forced or compulsory labor, and human trafficking do not occur within their operations. Compliance with all relevant laws and regulations related to modern slavery and human trafficking is mandatory when fulfilling obligations under any agreement with us.

Freely Chosen Employment

Employment must be based on free will, without coercion, imprisonment, bonded labor or any form of involuntary servitude. Workers must have the right to terminate their employment without facing penalties, provided they give reasonable notice. Additionally, Business Partners must not withhold employees' personal documentation unless required by law and for legitimate purposes.

Lawful Employment

Business Partners must verify and review all necessary documentation before hiring any worker to ensure they have the legal right to work in the relevant jurisdiction.

Non-Discrimination and Harassment-Free Workplace

A respectful and inclusive workplace is essential. Business Partners must commit to maintaining a work environment free from harassment and discrimination based on race, color, gender, gender identity or expression, sexual orientation, pregnancy, age, religion, disability, marital status, veteran status, national origin, citizenship, or any other status protected by applicable laws. Reasonable accommodations must be provided for employees with disabilities and for religious practices. Furthermore, workers must not be subjected to medical tests or physical examinations that could be used in a discriminatory manner.

Freedom of Association

Employees must have the right to freely express concerns about workplace conditions and management practices without the fear of retaliation, discrimination or intimidation. Business Partners must respect employees' legal rights to join, form, or abstain from joining trade unions or worker organizations. While Business Partners may promote positive employee relations and communication programs, workers must not be discouraged from exercising their rights.

Safe and Healthy Working Conditions

A safe and hygienic work environment must be provided to all workers. Business Partners must offer appropriate safety equipment free of charge and ensure that employees receive adequate safety training. Workers must be allowed to remove themselves from dangerous situations and must not return to work until the hazard is addressed - without facing any form of retaliation.

Working Hours Compliance

Business Partners must ensure that employees' working hours comply with all applicable labor laws and regulations.

Grievance Mechanisms

Business Partners must implement effective grievance mechanisms that enable employees to raise concerns about their working conditions in a secure and confidential manner, ensuring that they can do so without the risk of retaliation or adverse consequences.

Environmental Standards

We are committed to minimizing the environmental impact of our operations and expect our Business Partners to uphold the same standards.

Business Partners must comply with all applicable environmental laws and regulations while actively identifying and mitigating environmental risks within their operations. They are expected to track, manage, and reduce energy consumption and greenhouse gas (GHG) emissions. Where relevant, they should also implement measures to monitor and minimize the use of water, natural resources and waste generation.

Additionally, Business Partners must adhere to applicable laws and international agreements regarding the handling, use and disposal of hazardous waste, persistent organic pollutants, mercury and other harmful substances.

Compliance with this Code

We reserve the right to verify adherence to the requirements outlined in this Code, providing appropriate notice in advance. Business Partners are encouraged to establish their own binding ethical guidelines to promote responsible conduct.

Business Partners are expected to implement management systems that support continuous improvement and ensure compliance with this Code. The functioning and quality of the management system shall be in proportion to the size, complexity and risk environment of the Business Partner’s business.

Violations

Business Partners are required to promptly report any suspected violations of this Code, including those committed by their subcontractors. If non-compliance occurs, corrective actions must be taken immediately to address the issue and prevent future breaches.

Any significant violation of this Code, including but not limited to fraudulent reporting, obstructing an investigation (such as providing false information during audits or interviews), attempting to evade legal or contractual obligations, or encouraging others to breach the law or our policies, may lead to the termination of our business relationship and/or legal action.