Supplier Code of Conduct

1. Purpose and Scope

This Supplier Code of Conduct ("Code") sets out the minimum standards that INTELLIGENCE AI LTDexpects from its suppliers, contractors, subcontractors, consultants, freelancers, agents, and any other third party that provides goods or services to us (together, "Suppliers"). It applies to all goods and services supplied to us, including software development, cloud infrastructure, professional services, marketing, administrative support, facilities services, and payment-related services.

By entering into, or continuing, a commercial relationship with us, each Supplier confirms that it will comply with this Code and all applicable laws and regulations. This Code forms part of our broader compliance framework, which includes our Modern Slavery Statement, Speak Up Policy, and Privacy Policy.

2. Legal Compliance

Suppliers must comply with all laws, regulations, and regulatory guidance that apply to their operations and to the goods or services they provide to us. This includes, but is not limited to, laws relating to:

• Employment, wages, working time, and workplace health and safety
• Modern slavery, human trafficking, forced labour, and child labour
• Data protection and privacy, including UK GDPR and the Data Protection Act 2018
• Bribery, corruption, fraud, money laundering, terrorist financing, and sanctions
• Tax, accounting, and financial reporting
• Competition and anti-trust law
• Environmental protection and sustainability, where applicable
• Import/export controls, trade restrictions, and customs requirements

Suppliers must obtain and maintain all licences, permits, and approvals required to perform their obligations, and must promptly notify us of any material regulatory investigation, enforcement action, or conviction.

3. Ethical Business Practices

3.1 Anti-bribery and corruption

Suppliers must not offer, promise, authorise, or accept any bribe, kickback, improper gift, hospitality, or other inducement to or from any person, including our employees, agents, or representatives, with the intention of influencing business decisions improperly. Suppliers must comply with the Bribery Act 2010 and all applicable anti-corruption laws.

3.2 Conflicts of interest

Suppliers must avoid situations that create, or appear to create, a conflict between their personal or commercial interests and their duties to us. Any actual or potential conflict of interest must be disclosed to us in writing as soon as it arises.

3.3 Fair competition

Suppliers must conduct their business in compliance with applicable competition and anti-trust laws. They must not engage in price-fixing, market allocation, bid-rigging, abusive conduct, or any other anti-competitive practice.

3.4 Accurate records

Suppliers must keep accurate, complete, and verifiable books, records, and accounts relating to work performed for us, in accordance with applicable law and accepted accounting principles.

4. Labour and Human Rights

4.1 Forced and child labour

Suppliers must not use forced, bonded, indentured, or compulsory labour, and must not tolerate human trafficking. All work must be voluntary. Suppliers must not employ anyone below the minimum legal working age or, where higher, the age for completing compulsory education in the relevant jurisdiction.

4.2 Working conditions

Suppliers must provide a safe and healthy working environment, free from hazards, with adequate training, protective equipment, and emergency procedures. Working hours, rest periods, and overtime must comply with local law and internationally accepted standards.

4.3 Fair wages and benefits

Suppliers must pay employees at least the minimum wage or the prevailing industry wage, whichever is higher, and provide legally required benefits. Deductions from wages must be fair, transparent, and lawful.

4.4 Freedom of association and dignity at work

Suppliers must respect workers' rights to freedom of association and collective bargaining, where permitted by law. Suppliers must maintain a workplace free from harassment, bullying, discrimination, intimidation, and any form of physical, verbal, or psychological abuse.

4.5 Diversity and equal opportunity

Suppliers must provide equal opportunity in recruitment, promotion, training, and remuneration, and must not discriminate on the grounds of race, colour, nationality, ethnic origin, gender, sex, sexual orientation, gender identity, marital or civil status, religion or belief, age, disability, or any other protected characteristic.

5. Health, Safety, and Environment

Suppliers must operate their business in a manner that protects the health, safety, and welfare of workers and the public, and minimises adverse environmental impacts. Where relevant, Suppliers should:

• Comply with applicable environmental, health, and safety laws and regulations
• Identify and manage workplace hazards and maintain appropriate emergency response plans
• Reduce waste, energy consumption, and emissions where reasonably practicable
• Handle, store, transport, and dispose of hazardous materials safely and lawfully
• Encourage a culture of safety and environmental awareness among workers

6. Data Protection, Confidentiality, and Security

6.1 Data protection

Suppliers that process personal data on our behalf must do so in accordance with UK GDPR, the Data Protection Act 2018, and any applicable data protection laws. Suppliers must implement appropriate technical and organisational measures to protect personal data, ensure confidentiality, integrity, and availability, and only process personal data for the purposes instructed by us.

6.2 Confidentiality

Suppliers must keep our confidential information, and that of our customers, secure and must not disclose it to third parties or use it for any purpose other than performing obligations under the agreement with us, except with our prior written consent or where required by law.

6.3 Information security

Suppliers must maintain appropriate information security controls proportionate to the risk, including access controls, encryption in transit, secure authentication, regular patching, vulnerability management, and incident response procedures. Suppliers must notify us promptly of any actual or suspected security incident, data breach, or unauthorised access affecting our data or systems.

7. Financial Crime Prevention

Suppliers must comply with applicable anti-money laundering, counter-terrorist financing, and sanctions laws and regulations. They must not engage in, or facilitate, transactions involving proceeds of crime, and must not do business with sanctioned individuals, entities, or jurisdictions.

Suppliers that provide payment-related services, or that process payments on our behalf or in connection with our customers, must meet the standards expected by reputable payment processors such as Stripe, including PCI DSS compliance where card data is handled. Suppliers must cooperate with our, and Stripe's, risk, compliance, and verification requests and must not engage in conduct that could expose us or our payment partners to regulatory, reputational, or financial risk.

8. Quality, Delivery, and Professional Standards

Suppliers must deliver goods and services that meet the agreed specifications, quality standards, and timelines. They must:

• Assign appropriately qualified, trained, and supervised personnel to the work
• Use lawful, properly licensed, and high-quality materials, tools, and software
• Communicate promptly about any anticipated delay, resource constraint, or quality issue
• Maintain professional liability, cyber, or other insurance as required by the specific engagement
• Provide accurate invoices supported by appropriate documentation

9. Subcontracting and Supply Chain Responsibility

Suppliers must not subcontract any material part of the work to third parties without our prior written consent. Where subcontracting is permitted, Suppliers remain fully responsible for the acts and omissions of their subcontractors and must ensure that subcontractors comply with this Code. We may require Suppliers to flow down equivalent obligations to their subcontractors.

10. Reporting Concerns and Whistleblowing

Suppliers must maintain open and transparent communication with us. If a Supplier becomes aware of any suspected breach of this Code, unethical conduct, fraud, corruption, modern slavery, data breach, or other wrongdoing in connection with work for us, it must report the matter promptly. Reports may be made through our Speak Up Policy or by contacting us via the contact page. We will not retaliate against anyone who raises a concern in good faith.

11. Monitoring, Audit, and Enforcement

We reserve the right to monitor Supplier compliance with this Code, including by requesting self-assessments, certifications, or documentation, and, where appropriate, conducting audits or inspections. Suppliers must cooperate fully and provide accurate information.

Failure to comply with this Code may result in corrective action, suspension of work, termination of the supplier relationship, or legal action. We will consider the severity and circumstances of any breach, the Supplier's responsiveness, and the adequacy of remedial measures when deciding on enforcement.

12. Updates and Interpretation

We may update this Code from time to time to reflect changes in law, regulation, industry standards, or our business. The current version will be published on our website. In the event of any conflict between this Code and a written agreement between us and a Supplier, the terms of the written agreement will prevail to the extent of the conflict.

13. Contact Us

If you have any questions about this Supplier Code of Conduct, would like to report a concern, or need clarification on any requirement, please contact us via the contact page on our website, or by email at info@intelligenceailtd.com.