Code of Conduct

IMPORTANT: This Global Vendors Code of Conduct ("Code") does not contain legal advice. If the laws applicable to you are stricter than the standards set forth in this Code, comply with those laws. This Code does not override such stricter legal requirements.

1. Introduction

1.1 This Code applies to Nolea Health and its affiliated companies and subsidiaries. It is applicable to all vendors and suppliers, including their subsidiaries, affiliates, and subcontractors (each a "Vendor"). The purpose of this Code is to establish policies and guidelines to ensure and promote honest and ethical conduct, including the ethical handling of conflicts of interest and compliance with applicable laws and regulations.

1.2 Uncompromising integrity, transparency, professionalism, fairness, high ethical standards, and strict compliance with applicable laws form the foundation of our relationships with customers, business partners, shareholders, and personnel. These values are integral to Nolea Health's culture, and it is imperative that you uphold these principles in your daily operations.

1.3 This Code serves to complement, not supersede, any other obligations or standards applicable to you under local laws, other Nolea Health policies and procedures, and your engagement agreements with Nolea Health.

1.4 By accepting our business terms and agreeing to engage with Nolea Health, you commit to uphold this Code at all times. Compliance is monitored and enforced through regular reviews and audits. Failure to adhere to this Code can result in penalties, including termination of contracts.

For further details and guidelines, visit Noleahealth.com or contact our compliance department.

2. General

2.1 As a Vendor, you are expected to familiarise yourself with this Code, ensure understanding and adherence, and maintain documentation to demonstrate compliance. You are also expected to propagate these principles to third parties with whom you work, either through their own or your supplier code of conduct. Compliance with applicable laws, regulations, rules, ordinances, permits, licenses, approvals, orders, standards, prohibitions, sanctions, and Nolea Health requirements and/or policies in all aspects covered within this Code is mandatory. Vendors are also committed to providing ongoing training for their employees and/or any third party working on their behalf.

2.2 Vendors are required to immediately inform Nolea Health about the start or existence of any inspection or regulatory issue with national or international authorities related to the services provided by the Vendor to Nolea Health. Vendors must also promptly report any actual or suspected violations of this Code, including any gaps in compliance, with a full explanation thereof. Nolea Health retains the right to terminate any agreement with a Vendor under these circumstances, and is entitled to a pro-rated refund.

3. Social Responsibility and Labor

3.1 Nolea Health’s commitment to social responsibility aligns with industry codes of conduct, all International Labor Organisation Conventions, 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 conducted ethically.

3.2 Anti-slavery and Human Trafficking

Nolea Health is committed to acting ethically and with integrity in both our operations and our supply chains and is dedicated to preventing modern slavery in our business. We are also committed to ensuring transparency in our business practices and our approach to tackling modern slavery throughout our operations and supply chains.

Vendors must comply with the applicable provisions of the UK’s Modern Slavery Act 2015 and uphold the following measures against modern slavery:

• Adopt a zero-tolerance approach to modern slavery both within the organisation and throughout the supply chains.

• Take active steps to prevent, detect, and report modern slavery in any part of their organisation.

• Engage with stakeholders and suppliers to address the risk of modern slavery in operations and supply chains.

3.3 Child Labor

Vendors shall not engage in or support the use of child labor. All employment practices must comply with the International Labor Organisation’s Minimum Age Convention and the Worst Forms of Child Labor Convention. Vendors are expected to verify the age of their employees and ensure that all workers are at least the minimum age required by local law.

3.4 Equal Employment Opportunity/Anti-Discrimination

Vendors must uphold principles of equal employment opportunity and not discriminate based on race, gender identity or expression, color, creed, religion, sex, age, national origin, ancestry, citisenship, marital status, disability, medical condition, sexual orientation, pregnancy, political affiliation, union membership, veteran status, or any other characteristic protected under applicable laws, ordinances, or regulations. Vendors must ensure that their operations, products, or services comply with laws regarding forced labor in the countries where Nolea Health and/or the Vendor operate.

3.5 No Abuse

Vendors are required to maintain a workplace free from harassment and abuse. No employee, representative, affiliate, or any individual in business dealings with the Vendor shall be subjected to physical, verbal, sexual, or psychological abuse or any form of harassment. This includes inappropriate behavior, whether verbal, physical, or visual, that is based upon an individual’s protected characteristic, such as gender, color, race, religion, nationality, sexual orientation, age, disability, or any other status protected by law.

Vendors must take proactive steps to ensure their workforce and workplace are free from harassment, threats, intimidation, unlawful discrimination, or any form of inhumane treatment.

4. Ethics

4.1 Whistleblowers

Nolea Health conducts its business with high standards of integrity and honesty and expects the same standards from its Vendors. Vendors must enable their employees to report concerns or suspicions about any wrongdoing, unethical practices, or criminal acts through an anonymous complaint form. Any employee making such a report, in good faith, will be protected from retaliation, such as demotion or involuntary termination of employment, as a result of their report. Vendor shall protect the confidentiality of such whistleblowers.

4.2 Appropriate Ethics

Vendors are required to conduct their business ethically and with integrity and must comply with all applicable policies and procedures.

4.3 Avoid Conflicts of Interest

Vendors 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 Nolea Health. Nolea Health 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

Vendors must maintain accurate and complete business records and comply with all applicable laws, legal, and regulatory requirements regarding their completion and accuracy. Vendors 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

Vendors 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 Bribery Act 2010 (UKBA) ("Anti-Corruption Laws Principles"). Vendors must ensure that they, and anyone acting on their behalf, do not engage in any corrupt activities, including offering, promising to pay, or authorising the payment of any money or anything of value to any government official or political party for the purpose of influencing any act or decision.

4.6 Privacy

Vendors must comply with all applicable privacy and data protection laws and regulations related to the handling of personal information and abide by Nolea Health's Privacy Notice. Vendors must implement and maintain a comprehensive information security and privacy program that includes appropriate administrative, technical, and organisational measures to protect personal information.

4.7 Confidential Information

Vendors are required to implement safeguards for protecting Nolea Health's confidential information and must not disclose or disseminate Nolea Health's Confidential Information unless authorised to do so. Vendors shall avoid discussions of confidential information in unauthorised external communications.

4.8 Intellectual Property

Vendors shall ensure that they at all times protect, and do not infringe against, any of Nolea Health’s intellectual property rights.

4.9 Press and Media

Unless authorized in writing by Nolea Health, Vendors are not entitled to make any publications on behalf of Nolea Health under any circumstance and must not use and/or publish Nolea Health's name, trademark, or any representations of Nolea Health's products or services without the prior written consent of Nolea Health.

5. Environment, Health, and Safety

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

Vendors must operate in an environmentally responsible and efficient manner to minimise adverse impacts on the environment. Consistent with Nolea Health’s commitment to sustainability, we encourage Vendors 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 minimise waste and water usage.

6. Changes to this Code

Nolea Health may modify this Code from time to time. All updates are effective immediately and will be communicated to Vendors to ensure compliance with the most current standards and expectations.