Introduction

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

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

While this Code does not cover everypossible scenario, it outlines our core expectations and is intended to complementany contractual agreements we have with our Business Partners. In cases where aconflict arises between this Code and a contractual provision, the terms of thecontract will take precedence.

General Expectations

We expect our Business Partners to conductthemselves with the highest level of professionalism and to comply with allrelevant laws and regulations in the jurisdictions where they operate orprovide services. This includes adhering to local laws and regulations in everycountry they work in, both domestically and internationally.

Business Partners must uphold humanrights, prohibit bribery and corruption, and refrain from engaging in unethicalbusiness practices. They should also consider the environmental and safetyimplications of their products and services.

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

Furthermore, Business Partners areexpected to:

• Provide complete, accurate, andtimely information when responding to requests for due diligence or backgroundchecks, including details about ownership, financial status and prior actions,when necessary;
• Refrain from misrepresenting theirrelationship with us or creating the appearance that they have the authority toact on our behalf or make commitments for us unless explicitly authorized inwriting;
• Establish robust internal controlsand compliance mechanisms to detect, prevent and address unlawful activitiesinvolving their staff and representatives;
• Implement training programs thatequip their employees and representatives with the knowledge and skillsrequired to comply with applicable laws, regulations and ethical standards;
• Fully cooperate with anyinvestigations related to violations of this Code, company policies or relevantlaws and provide all required information and support when requested.

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Ethics and Business Integrity

Anti-Bribery and Corruption

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

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

For the purposes of this Code, briberyrefers to any improper payment, either directly or indirectly, made to agovernment official, public servant or any other individual to secure or maintainbusiness or gain an unfair competitive edge.

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

The term "payment" extendsbeyond cash to include any valuable consideration, such as gifts, meals,entertainment, travel perks, charitable or political donations, employment orinternship offers, and other business courtesies or personal favors, which, ifgiven with improper intent, could violate anti-bribery or anti-corruptionregulations and this Code.

Any exchange, regardless of its size orperceived insignificance, can still be classified as bribery if it undulyimpacts a business decision. It is your responsibility to ensure that both youand your subcontractors strictly avoid such conduct.

Gifts and Entertainment

Business Partners are expected to competebased on the quality and value of their products and services, not throughbusiness courtesies that create an unfair advantage. In all businessinteractions, Business Partners must ensure that any gift or hospitalityexchange complies with applicable laws and regulations, aligns with therecipient's organizational policies and adheres to fair market practices.

Certain gifts and hospitality arestrictly prohibited, including those that:

• Aim to unduly influence decisions,whether to obtain or retain business, especially in dealings with governmentofficials, clients, potential customers, their close associates or any otherrelevant party;
• Are given in return forpreferential treatment or an unjust benefit;
• Involve cash or cash-equivalentitems like gift cards;
• Contravene any applicable laws.

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To uphold fairness and integrity, giftsor hospitality must not be extended to our employees or their close contactsduring ongoing business negotiations. In other cases, such gestures arepermissible only if they are modest, suitable for the context and in line withlocally accepted business norms.

If any employee requests gifts orhospitality, we encourage immediate reporting. Additionally, Business Partnersare strictly prohibited from providing gifts to third parties on our behalf orin connection with our business.

Conflicts of Interest

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

Conflicts of interest can take variousforms, 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 itis not). Even perceived conflicts can be as damaging as actual or potentialones and must be avoided.

Examples of conflicts of interestinclude:

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

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The Business Partner is required todisclose any situations that may present a conflict of interest and notify usif any of their employees or experts engaged by us have any financial orpersonal interest in the Business Partner’s operations or economicrelationships.

Trade and Sanctions Compliance

Business Partners must operate in fullcompliance with all applicable international sanctions and export controlregulations. Engagement with sanctioned entities or regions is strictlyprohibited where restricted by law.

To meet these obligations, you are expectedto:

• Stay informed about and fullycomply with all relevant sanctions laws affecting your business. It is yourresponsibility to understand how international trade regulations apply to youroperations and ensure adherence.
• Implement strong internalcompliance measures, including due diligence and sanctions screening forbusiness partners. Additionally, provide employee training to ensure properunderstanding and application of sanctions regulations, particularly intransactions involving restricted territories or the cross-border trade ofgoods, services or technology
•  If your business activitiesinvolve jurisdictions or entities subject to trade restrictions (but not anoutright ban), you must inform us in advance so we can assess the legalpermissibility of engagement.

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The Business Partner must guarantee thatneither it nor its shareholders are subject to any economic or administrativesanctions.

Anti-Money Laundering & Counter-Terrorist Financing

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

For the purposes of this Code, moneylaundering refers to the act of concealing or legitimizing illegally acquiredfunds, while terrorist financing involves providing financial resources toindividuals or groups engaged in terrorist activities, regardless of whetherthe funds originate from legal or illegal sources.

It is essential that you take proactivesteps to ensure your operations are not exploited for unlawful financialactivities. Your actions must not facilitate or contribute to any form ofillegal conduct.

You must not:

• Hide, manipulate, or convertillegally acquired funds or assets;
• Engage in or assist withtransactions linked to criminal proceeds;
• Knowingly facilitate the transferor distribution of funds intended to support terrorism.
• Be alert to unusual financial behaviors,particularly when working with subcontractors. Warning signs of potential moneylaundering include:
• Requests for payments in unusuallylarge cash amounts;
• Transactions routed throughunrelated third parties or entities not mentioned in agreements;
• Overpayment requests beyondcontractual terms;
• Payments conducted in unexpectedcurrencies;
• Transactions originating fromoffshore or non-business accounts without valid justification.

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

If legally required, you must promptlyreport any suspicious financial activity to the appropriate authorities in yourjurisdiction.

Fair Business, Advertising and Competition

Business Partners must adhere to allapplicable competition and antitrust laws, operate with honesty and integrityby refraining from any form of fraud, deception or misrepresentation, whetherdirectly or through their representatives, and must not engage in any actionsthat diminish or eliminate fair competition, including;

• Collusive practices, including price-fixing,customer or partner allocation, market division, coordinated boycotts, attemptsto eliminate competitors, or agreements that compromise product quality;
• Unlawful access, disclosure ormisuse of confidential business information, customer data, strategic plans orother proprietary insights;
• Any agreements, discussions, orconduct that unfairly restrict competition or distort market conditions.

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You are required to promote your productsand 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 lawsand industry standards, prohibiting false endorsements, deceptive testimonialsor unethical sales tactics designed to manipulate consumer decisions.

Books, Records and Tax

Operating a lawful and responsiblebusiness requires maintaining accurate records and fulfilling all tax and dutyobligations. We expect Business Partners to uphold strict financialtransparency by ensuring all documentation, including financial statements,invoices, reports and transaction records, is complete, accurate and compliantwith legal and contractual requirements.

You must ensure that:

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

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These standards apply universally to allfinancial activities, transactions and assets, regardless of their size orvalue.

Business Partners must uphold fulltransparency when dealing with tax authorities and must not participate in orenable any form of illegal tax evasion.

Privacy and Information Security

When handling personal data, whetherrelated to employees, customers, partners or third parties, Business Partnersmust 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 informationobtained through our business relationship must not be disclosed, shared ormisused in any way. Such information is strictly confidential and may not beshared with third parties without prior written approval. Access should bestrictly limited to those with a legitimate business need and it must only beused for its intended purpose.

Protected confidential and proprietaryinformation includes, but is not limited to:

• Business strategies, marketingplans and service models;
• Financial data, including pricingstructures and revenue strategies;
• Technical innovations, engineeringdesigns and product development plans;
• Operational workflows, internalmethodologies and process frameworks;
• System blueprints, architecturedesigns and strategic frameworks;
• Source codes, softwarearchitectures and databases, including open-source components;
• Customer lists, business contacts andpartnership details;
• Employee and customer personaldata;
• Intellectual property such aspatents, trademarks and copyrights;
• Any additional insights ormaterials derived from confidential business information.

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

As a Business Partner, you are requiredto implement and maintain robust administrative, technical and physicalsafeguards to protect personal data.

If you become aware of any actual orpotential data security breach involving personal or sensitive information, youmust immediately notify us. Additionally, you must inform us of and provideassistance in addressing any requests from our customers or employees seekingto exercise their rights under relevant data privacy laws, standards andregulations.

Additionally, Business Partners areprohibited from using our logo, brand name, or any associated trademarks in anyform without prior written approval. Unauthorized use of our branding isstrictly forbidden.

Responsible Artificial Intelligence

Business Partners must ensure that anyArtificial Intelligence solutions they develop, use or integrate into theiroperations comply with all applicable laws, regulations and recognizedstandards. 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 upholdfair labor and employment practices in compliance with all applicable locallaws and regulations. Additionally, our Business Partners must share ourcommitment to respecting human rights and promoting equal opportunities, asoutlined in the Universal Declaration of Human Rights, the UN GuidingPrinciples on Business and Human Rights, and the ILO Core Labor Standards.

Prohibition of Child Labor

The use of child labor is strictlyprohibited.

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

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

Prevention of Forced Labor and Human Trafficking

Business Partners are required to takeall necessary steps to ensure that slavery, servitude, forced or compulsorylabor, and human trafficking do not occur within their operations. Compliancewith all relevant laws and regulations related to modern slavery and humantrafficking is mandatory when fulfilling obligations under any agreement withus.

Freely Chosen Employment

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

Lawful Employment

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

Non-Discrimination and Harassment-Free Workplace

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

Freedom of Association

Employees must have the right to freelyexpress concerns about workplace conditions and management practices withoutthe fear of retaliation, discrimination or intimidation. Business Partners mustrespect employees' legal rights to join, form, or abstain from joining tradeunions or worker organizations. While Business Partners may promote positiveemployee relations and communication programs, workers must not be discouragedfrom exercising their rights.

Safe and Healthy Working Conditions

A safe and hygienic work environment mustbe provided to all workers. Business Partners must offer appropriate safetyequipment free of charge and ensure that employees receive adequate safetytraining. Workers must be allowed to remove themselves from dangeroussituations and must not return to work until the hazard is addressed - withoutfacing any form of retaliation.

Working Hours Compliance

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

Grievance Mechanisms

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

Environmental Standards

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

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

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

Compliance with this Code

We reserve the right to verify adherenceto the requirements outlined in this Code, providing appropriate notice inadvance. Business Partners are encouraged to establish their own bindingethical guidelines to promote responsible conduct.

Business Partners are expected toimplement management systems that support continuous improvement and ensurecompliance with this Code. The functioning and quality of the management systemshall be in proportion to the size, complexity and risk environment of theBusiness Partner’s business.

Violations

Business Partners are required topromptly report any suspected violations of this Code, including thosecommitted by their subcontractors. If non-compliance occurs, corrective actionsmust 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), attemptingto evade legal or contractual obligations, or encouraging others to breach thelaw or our policies, may lead to the termination of our business relationshipand/or legal action.