Introduction

This Partner Code of Ethics and Business Conduct (the “Code”) sets out the principles, values, and expectations that apply to all Business Partners engaged in activities with Leads Beats Limited. It is designed to ensure that our collaborative relationships are grounded in integrity, transparency, and responsible business practice.

We are committed to complying with all applicable laws, regulations, and industry standards, and to fostering a culture of ethical behaviour across every aspect of our business. We expect all Business Partners to familiarise themselves with, and give full effect to, the principles set out in this Code, ensuring that their own operations remain consistent with these expectations.

This Code does not purport to address every situation that may arise. It outlines our core requirements and is intended to complement, not replace, any contractual obligations between Leads Beats Limited and its Business Partners. Where a conflict exists between this Code and the terms of a specific contract, the contractual terms shall prevail.

General Expectations

We expect all Business Partners to conduct themselves with the highest degree of professionalism and to comply with all laws and regulations applicable in the jurisdictions in which they operate or deliver services – both domestically and internationally.

Business Partners must respect human rights, prohibit bribery and corruption in all forms, and refrain from any practice that is unethical or contrary to applicable law. They should also give due consideration to the environmental and safety implications of their products and services.

Business Partners are responsible for communicating the requirements of this Code to their own employees, agents, and subcontractors, and for putting in place mechanisms to monitor and enforce compliance.

In addition, Business Partners are expected to:

• Provide complete, accurate, and timely information in response to due diligence or background check requests, including details relating to ownership structure, financial standing, and prior conduct;
• Refrain from misrepresenting their relationship with Leads Beats Limited or implying any authority to act on our behalf or to make commitments in our name, unless explicitly authorised in writing;
• Establish adequate internal controls and compliance frameworks to identify, prevent, and address any unlawful activity involving their staff or representatives;
• Implement appropriate training programmes to ensure their employees and representatives understand and comply with relevant laws, regulations, and ethical standards; and
• Cooperate fully with any investigation into potential breaches of this Code, company policy, or applicable law, and provide all information and assistance reasonably requested.

Ethics and Business Integrity

Anti-Bribery and Corruption

Business Partners are required to comply with all applicable anti-bribery and anti-corruption legislation, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any other relevant laws in the jurisdictions where they operate.

Leads Beats Limited operates a zero-tolerance policy towards bribery in any form, regardless of local custom or industry practice. For the purposes of this Code, bribery means any improper payment – made directly or indirectly – to a government official, public servant, or any other person, with the intent of obtaining, retaining, or facilitating business or gaining an unfair competitive advantage.

Business Partners must not offer, promise, authorise, or accept any improper payment or benefit, even where no actual transfer takes place. The term “payment” is interpreted broadly and includes cash, gifts, meals, travel, entertainment, charitable or political contributions, employment offers, and any other personal favour or business courtesy that, if given with improper intent, would constitute a violation of anti-bribery laws or this Code.

Any exchange, however modest in value, may constitute bribery if it is intended to, or does in fact, improperly influence a business decision. Business Partners are responsible for ensuring that both they and their subcontractors avoid such conduct entirely.

Gifts and Entertainment

Business Partners must compete on the quality and value of their services, not through the use of gifts or hospitality that create unfair advantage. All gifts and entertainment exchanged in connection with our business relationship must comply with applicable laws, be consistent with the recipient’s organisational policies, and reflect fair and reasonable market practice.

The following are strictly prohibited:

• Gifts or hospitality intended to unduly influence decisions – whether to obtain, retain, or reward business – particularly in dealings with government officials, clients, or prospective customers;
• Gifts or favours offered in exchange for preferential treatment or an improper benefit;
• Cash or cash-equivalent items such as gift cards or vouchers; and
• Any gift or entertainment that would contravene applicable law.

Gifts or hospitality must not be extended to Leads Beats Limited employees or their close contacts during the course of active business negotiations. In other contexts, such gestures are permissible only if they are modest in value, appropriate to the circumstances, and consistent with locally accepted business norms.

If any Leads Beats Limited employee requests gifts or hospitality from a Business Partner, we ask that this be reported to us immediately. Business Partners are also prohibited from providing gifts or benefits to third parties on our behalf or in connection with our business.

Conflicts of Interest

Business Partners must act with integrity at all times and ensure that personal or financial interests do not compromise – or appear to compromise – their objectivity or the integrity of our working relationship.

Conflicts of interest may be actual, potential, or perceived. Even the appearance of a conflict can be as damaging as a genuine one, and all such situations must be identified and avoided. Examples include:

• Using business opportunities arising from the partnership with Leads Beats Limited for personal gain or to benefit another party;
• Misusing confidential information or resources obtained through the relationship for improper advantage; and
• Failing to disclose that an employee or family member holds a financial interest in the Business Partner’s operations.

Business Partners are required to disclose any situation that may give rise to a conflict of interest and to notify us if any of their employees or engaged experts have a personal or financial interest in the Business Partner’s activities or economic relationships.

Trade and Sanctions Compliance

Business Partners must comply fully with all applicable international sanctions regimes and export control regulations. Engaging with sanctioned entities, individuals, or regions in a manner prohibited by law is strictly forbidden.

To meet these obligations, Business Partners are expected to:

• Stay informed of, and comply with, all sanctions laws and trade regulations relevant to their operations, and ensure that their teams understand how these apply to their activities;
• Implement robust internal compliance measures, including due diligence and sanctions screening for subcontractors and business partners, as well as training for employees involved in cross-border transactions; and
• Notify Leads Beats Limited in advance if their activities involve jurisdictions or entities subject to trade restrictions (though not an absolute prohibition), so that the permissibility of continued engagement can be assessed.

Business Partners must confirm that neither they nor their shareholders are subject to any economic or administrative sanctions.

Anti-Money Laundering and Counter-Terrorist Financing

Business Partners must comply with all applicable national and international legislation designed to prevent, detect, and address financial crime, including fraud, extortion, money laundering, and terrorist financing.

For the purposes of this Code, money laundering refers to the concealment or legitimisation of illegally obtained funds. Terrorist financing refers to the provision of financial resources – whether derived from legal or illegal sources – to individuals or groups engaged in terrorist activities.

Business Partners must not:

• Conceal, manipulate, or convert funds or assets derived from illegal activity;
• Engage in or assist with transactions connected to criminal proceeds; or
• Knowingly facilitate the transfer of funds intended to support terrorism.

Business Partners should remain alert to indicators of potential money laundering, particularly when engaging subcontractors, including:

• Requests for unusually large cash payments;
• Transactions routed through unrelated or undisclosed third parties;
• Requests for overpayment beyond contractual terms;
• Payments in unexpected or unexplained currencies; and
• Transactions originating from offshore or personal accounts without legitimate justification.

Business Partners must conduct thorough, risk-based due diligence before engaging subcontractors, maintain accurate and transparent financial records, and implement controls to detect and mitigate financial crime risks. Where legally required, suspicious financial activity must be reported promptly to the relevant authorities.

Fair Business, Advertising, and Competition

Business Partners must comply with all applicable competition and antitrust laws and must conduct their business with honesty and integrity, refraining from fraud, deception, and misrepresentation. The following practices are prohibited:

• Collusive arrangements, including price-fixing, market or customer allocation, coordinated boycotts, or agreements that undermine product quality or eliminate fair competition;
• Unlawful access to, or misuse of, confidential business information, customer data, or proprietary materials; and
• Any conduct or agreement that improperly restricts competition or distorts market conditions.

Business Partners must promote their own products and services truthfully, ensuring that all claims regarding pricing, quality, and performance are accurate and substantiated. Marketing and advertising materials must comply with consumer protection laws and must not rely on false endorsements, deceptive testimonials, or manipulative sales practices.

Books, Records, and Tax

Business Partners are expected to maintain accurate, complete, and compliant financial records in accordance with applicable laws, accounting standards, and any contractual requirements. Specifically, Business Partners must ensure that:

• All transactions are recorded truthfully, without misrepresentation, omission, or falsification;
• Financial books, accounts, and records provide a clear and accurate reflection of all business activities and assets;
• All disclosures and records conform to recognised accounting standards and applicable financial regulations; and
• No funds, assets, or cash are maintained in hidden or unreported accounts.

These standards apply to all financial activities, transactions, and assets, regardless of scale or value. Business Partners must deal honestly and transparently with tax authorities and must not engage in or facilitate unlawful tax evasion.

Privacy and Information Security

Business Partners must handle all personal data – whether relating to employees, customers, partners, or third parties – with the utmost care and in strict compliance with applicable data protection laws, cybersecurity regulations, and industry standards.

Confidential and proprietary information obtained through the business relationship with Leads Beats Limited must not be disclosed, shared, or misused. Access to such information must be limited to those with a legitimate need, and it must be used solely for its intended purpose. Prior written approval is required before any confidential information is shared with third parties.

Protected information includes, but is not limited to:

• Business strategies, marketing plans, and service models;
• Financial data, pricing structures, and revenue strategies;
• Technical innovations, product development plans, and engineering designs;
• Operational workflows, internal methodologies, and process frameworks;
• Source code, software architectures, databases, and open-source components;
• Customer lists, business contacts, and partnership details;
• Employee and customer personal data; and
• Intellectual property, including patents, trademarks, and copyrights.

The same obligations of confidentiality apply to information belonging to third parties. Business Partners must not share such information unless expressly authorised to do so, and must recognise that confidentiality obligations may extend beyond the end of a business relationship.

Business Partners must implement and maintain appropriate administrative, technical, and physical safeguards to protect personal and sensitive data. Any actual or suspected data security breach must be reported to Leads Beats Limited immediately, and Business Partners must assist in responding to data subject requests made under applicable privacy legislation.

Business Partners are prohibited from using the Leads Beats Limited name, logo, or any associated trademarks without prior written consent.

Responsible Use of Artificial Intelligence

Business Partners that develop, use, or integrate Artificial Intelligence solutions must ensure that such technologies comply with all applicable laws, regulations, and recognised ethical standards. AI must be designed and deployed responsibly, transparently, and in a manner that mitigates risk and respects the rights of individuals affected by its use.

Social Sustainability

Fair Labour Practices and Human Rights

Business Partners must uphold fair and lawful employment practices in accordance with all applicable local laws and regulations. They are expected to share our commitment to respecting human rights and promoting equal opportunity, in line with the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, and the ILO Core Labour Standards.

Prohibition of Child Labour

The use of child labour is strictly prohibited. For the purposes of this Code, a “child” is any individual under the age of 15 (or 14 where local law permits), below the age at which compulsory education ends, or below the legal minimum working age in their country – whichever threshold is highest.

Business Partners must have processes in place to verify the age of all workers and to maintain appropriate documentation. Workers under the age of 18 must not be assigned tasks that may endanger their health or safety, including night work or excessive overtime.

Prevention of Forced Labour and Human Trafficking

Business Partners must take all necessary steps to ensure that slavery, servitude, forced or compulsory labour, and human trafficking play no part in their operations. Compliance with all relevant laws and regulations on modern slavery and human trafficking is mandatory.

Freely Chosen Employment

All employment must be entered into freely and without coercion, bondage, or threat of penalty. Workers must have the right to resign from their employment upon reasonable notice without facing adverse consequences. Business Partners must not retain workers’ personal identity documents unless explicitly required by law for a legitimate purpose.

Lawful Employment

Business Partners must verify the legal right to work of all employees before engagement, in accordance with the requirements of the relevant jurisdiction.

Non-Discrimination and Harassment-Free Workplace

Business Partners must maintain a working environment that is inclusive, respectful, and free from discrimination and harassment. No worker should be treated less favourably on the grounds of race, colour, gender, gender identity or expression, sexual orientation, pregnancy, age, religion, disability, marital status, national origin, or any other characteristic protected by applicable law.

Reasonable adjustments must be made for employees with disabilities and for religious observance. Workers must not be subjected to medical testing or physical examinations that may be used in a discriminatory manner.

Freedom of Association

Employees must be free to raise concerns about working conditions and management practices without fear of retaliation, discrimination, or intimidation. Business Partners must respect employees’ legal rights to join, form, or refrain from joining trade unions or worker organisations. Employees must not be discouraged from exercising these rights.

Safe and Healthy Working Conditions

Business Partners must provide a safe and hygienic working environment for all workers. Appropriate safety equipment must be provided at no cost to employees, and adequate safety training must be given. Workers must be permitted to remove themselves from situations of imminent danger without fear of retaliation, and must not be required to return until the hazard has been appropriately addressed.

Working Hours

Business Partners must ensure that employees’ working hours comply fully with all applicable labour laws and regulations in the relevant jurisdiction.

Grievance Mechanisms

Business Partners must establish effective and accessible mechanisms through which employees can raise concerns about their working conditions confidentially and without risk of retaliation or adverse consequences.

Environmental Standards

Leads Beats Limited is committed to minimising the environmental impact of our operations, and we expect our Business Partners to uphold the same commitment.

Business Partners must comply with all applicable environmental laws and regulations and must actively identify and manage environmental risks within their own operations. They are expected to track, report, and work to reduce energy consumption and greenhouse gas emissions. Where relevant, they should also implement measures to manage and minimise water usage, consumption of natural resources, and waste generation.

Business Partners must comply with all applicable laws and international agreements governing the handling, use, and disposal of hazardous waste, persistent organic pollutants, mercury, and other harmful substances.

Compliance with this Code

Leads Beats Limited reserves the right to verify a Business Partner’s adherence to this Code, with reasonable advance notice. Business Partners are encouraged to develop and implement their own binding ethical guidelines to promote responsible conduct within their organisations.

Business Partners should have management systems in place that support continuous improvement and ongoing compliance with this Code. The scope and sophistication of such systems should be proportionate to the size, complexity, and risk profile of the Business Partner’s operations.

Violations

Business Partners are required to report any suspected breach of this Code promptly, including breaches committed by their subcontractors. Where non-compliance is identified, corrective action must be taken without delay to remedy the breach and prevent its recurrence.

Serious violations of this Code – including but not limited to fraudulent reporting, obstructing an investigation (such as providing false information in audits or interviews), attempting to circumvent legal or contractual obligations, or encouraging others to act in breach of applicable law or our policies – may result in the termination of the business relationship with Leads Beats Limited and/or legal action.