IMPORTANT: This Global Vendors Code of Conduct (Code) does not, and does not purport to, contain any legal advice. To the extent the laws applicable to you are stricter than the standards that apply to you pursuant to this Code, this Code does not derogate from such laws and should not be understood as such.

Introduction

1.1 This Global Vendors Code of Conduct (hereinafter “Code”) applies to Prospct Systems Ltd. and its affiliated companies and/or subsidiaries (hereinafter “Prospct”) vendors and suppliers and their subsidiaries, affiliates and subcontractors (each a “Vendor”). The purpose of this Code is to establish policies and guidelines that ensure and/or promote honest and ethical conduct, including the ethical handling of conflicts of interest and compliance with applicable laws and regulations.

1.2 The value of uncompromising integrity, transparency, professionalism, fairness, ethical standards and strict compliance with applicable laws are the foundations of our relationships with our customers, business partners, shareholders and personnel. These values are a key element of Prospct culture, and it is your responsibility to uphold them in carrying out your daily routines.

1.3 It is important to emphasize that this Code complements, and does not supersede, any such other obligations and standards applicable to you under local law, other Prospct policies and procedures and engagement agreement.

1.4 By accepting our business terms and agreeing to do business with you, you agree to uphold the Code at all times.

General

2.1 As a Vendor we expect you to familiarize yourself with the Code and ensure that you understand and uphold it and maintain documentation to demonstrate such conformance. As a Vendor you are further expected to apply the same principles toward third parties with whom you work via their or your own supplier code of conduct. We expect you to comply with applicable laws, regulations, rules, ordinances, permits, licenses, approvals, orders, standards, prohibitions, sanctions and Prospct requirements and/or policies in all aspects covered within this Code. Vendor also commits to provide ongoing training for your employees and/or any third party working on your behalf.
2.2 Vendors are required to immediately communicate to Prospct the existence or start of any inspection or regulatory issue with national or international authorities relating to the services provided by Vendor to Prospct and immediately report to Prospct of any actual or suspected violation of the Code and/or of any gaps in compliance with this Code, with full explanation thereof. Prospct retains the right to terminate any agreement with Vendor in this event, and will be entitled to a pro-rated refund.

Social Responsibility and Labor

3.1 Prospct’s social responsibility is based on industry codes of conduct, all International Labor Organization Conventions, including, without limitation, the Universal Declaration of Human Rights, and the UN Guiding Principles on Business and Human Rights. Each Vendor must ensure that working conditions in its operations and supply chains are safe, that all workers are treated with respect and dignity, and that operations are environmentally responsible and ethically conducted.

3.2 Anti-slavery and human trafficking

Prospct is committed to acting ethically and with integrity both in our own operations and our supply chain and is committed to preventing modern slavery in our own business. Prospct is also committed to ensuring there is transparency in our business and in our approach to tackling modern slavery.

Vendor will comply with the applicable provisions of the UK’s Modern Slavery Act 2015 in its operations and to uphold the following measures against modern slavery:

• Zero-tolerance approach to modern slavery both inside the organization and throughout the supply chains.
• Prevent, detect and report modern slavery in any part of Vendor organization.
• Engage with stakeholders and suppliers to address the risk of modern slavery in operations and supply chain.

3.3 Child Labor

Vendor shall not use child labor and shall abide by the International Labor Organization’s Minimum Age Convention and the Worst Forms of Child Labor Convention.

3.4 Equal Employment Opportunity/Anti-Discrimination

Vendor shall not discriminate based on race, gender identity or expression, color, creed, religion sex, age, national origin, ancestry, citizenship, marital status, disability, medical condition, sexual orientation, pregnancy, citizenship, political affiliation, union membership, status as a veteran or any other basis protected by law or ordinance or regulation. Vendor will ensure that the operations, products or services that are provided to Prospct, will comply with laws regarding forced labor in the countries in which Prospct and/or Vendor operate.

3.5 No Abuse

Vendor is obligated to maintain a harassment-free environment. Accordingly, Vendor will not engage in any harsh or inhumane treatment of its employees, representatives or affiliates, or anyone else with which Vendor conducts business, including but not limited to inappropriate behavior, whether verbal, physical or visual, which is based upon a person’s protected class, including gender, color, race, religion, nationality, sexual orientation, age, disability, veteran or any other protected class.

Vendor shall ensure that its workforce and work environment are free from any physical or verbal abuse, threats, intimidation, unlawful discrimination, sexual harassment or any other form of harassment

Ethics

4.1 Whistleblowers

Prospct conducts its business with high standards of integrity and honesty and expects the same standards from its Vendors.

Vendor shall enable its employees to report concerns or suspicions about any wrongdoing, unethical practice, or criminal acts by way of an anonymous complaint form. Any employee making such a complaint, in good faith, will be protected from retaliation, such as demotion or involuntary termination of employment, as a result of such a report and Vendor shall protect such whistleblower confidentiality.

Examples of wrongdoing may include, although are not limited to, the following acts which Vendor reasonably believes have or will take place:

• A criminal offense including fraud or theft
• A failure to comply with a regulatory or legal obligation
• A risk to the health and safety of an individual
• Bribery or corruption
• False accounting, reporting, or auditing irregularities
• Breaches of internal policies and procedures

4.2 Appropriate Ethics

Vendor is required to conduct its business ethically and with integrity, and undertakes to comply with the below policies and procedures.

4.3 Avoid Conflicts of Interest

Vendor shall avoid any actual or potential conflicts of interest. A “conflict of interest” occurs whenever personal interests interfere or may interfere in any way, or appear to interfere, with the best interests of Prospct. Prospct expects all Vendors to diligently avoid such conflicts and to report all actual, potential and/or perceived conflicts that may arise.

4.4 Maintaining Accurate Books and Records

Vendor must maintain accurate and complete business records and comply with all applicable laws, legal and regulatory requirements regarding their completion and accuracy thereof. Vendor must devise and maintain an adequate system of accounting controls, including controls sufficient to detect and prevent bribery, money laundering and/or other acts of corruption.

4.5 Anti-Bribery and Anti-Corruption

Vendor shall comply with all applicable laws governing Government Officials, bribery, business entertainment, travel and gifts, political contributions and charitable contributions, including the UN Convention against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the United States Foreign Corrupt Practices Act (“FCPA”) and the United Kingdom in the U.K Bribery Act 2010 (“UKBA”) (“Anti-Corruption Laws Principles”) and other applicable laws and shall ensure that it and/or anyone acting on its behalf does not, by any act or omission, place or involve Prospct in breach of such laws in any respect.

The Anti-Corruption Laws and Principles prohibit from Vendor from engaging in any corrupt offering, promise to pay, or authorization of payment of any money or anything of value to any government official, any political party or official, or any candidate for political office (collectively, “Official”), for the purpose of influencing any act or decision of that Official in his, her or its official capacity. Vendor and its employees and representatives are also prohibited from taking any of these actions for the purpose of inducing any Official to use his, her or its influence to affect or influence any act or decision of a government or any agency thereof.

Vendor shall not, directly or through others, promise, offer, give or accept any form of bribe or other improper payment or advantage, whether in dealings with Government Officials or individuals in the private sector. Vendor shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf. Vendor shall be responsible for ensuring compliance with this Anti-Bribery and Anti-Corruption clause on behalf of any of its employees, sub-processors, affiliates or representatives.

4.6 Privacy

Vendor must comply with all applicable privacy and data protection laws and regulations related to the collection, use, disclosure, destruction or otherwise processing of personal information and abide by Prospct Privacy Notice. Vendor must have documented, implemented, and maintain a written information security and privacy program containing the appropriate administrative, technical and organizational measures, procedures, and other safeguards, appropriate to its operations, the nature and scope of its activities, and the personal information involved, to protect personal information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and against all other forms of unlawful use or processing, including, but not limited to, unnecessary collection or further usage or processing. Vendor shall immediately report any data breach to Prospct’s Security Team and Privacy Team within 24 hours from discovery thereof.

4.7 Confidential Information

Vendor is required to implement safeguards for protecting Prospct confidential information and it shall not disclose or disseminate Prospct’s Confidential Information (as defined below) unless authorized to do so. Vendor shall avoid discussions of confidential information with or in unauthorized external communications. Confidential Information means any information disclosed by Prospct, whether oral, visual or in writing, including by way of illustration but not limitation, data, technology, know-how, inventions, algorithms, software programs, specifications, information concerning research and development work, trade secrets, current or planned products, marketing and business plans, forecasts, projections, financial information, and customer information.

4.8 Intellectual Property

Vendor shall ensure that it at all times protects, and does not infringe against, any of Prospct’s intellectual property rights, where Prospct intellectual property’ refers to and may include Prospct’s ideas, inventions, software, trademarks, trade names, proprietary routines, trade secrets, methodology, marketing, know-how, templates, publications and other materials relating to our current or future offerings, business, research and development.

4.9 Press and Media

Unless authorized in writing by Prospct, Vendor is not entitled to make any publication on behalf of Prospct under any circumstance and must not use and/or publish Prospct’s name, trademark or any representations of Prospct products or services without the prior written consent of Prospct.

Environment, Health and Safety

Vendor must comply with all applicable local and international laws and regulations relative to environmental, health and safety requirements. Vendor must obtain all necessary environmental permits, licenses, information registrations and all applicable operational and reporting requirements must be followed.

Vendor must operate in an environmentally responsible and efficient manner to minimize adverse impacts on the environment. In line with Prospct’s operations, we encourage Vendor to conserve natural resources, avoid the use of hazardous materials, recycle and reuse resources as much as possible, reduce carbon emissions, opt for carbon-neutral products and services, and reduce waste and water usage.

6. Changes to this Code

Prospct may modify this Code from time to time and all updates are effective immediately.