Axiom Supplier Code of Conduct

1. Objective

Axiom is committed to the highest standard of business ethics and integrity around the world and our continued success depends on our employees, suppliers and business partners acting with honesty and integrity while conducting business with or on behalf of Axiom.

The purpose of this Code of Conduct is to outline the basic requirements that all Suppliers must comply with to do business with Axiom Global Inc., and its subsidiaries (collectively referred to as, “Axiom”). This Supplier Code of Conduct (the, “Code”) has been developed to complement Axiom’s own Code of Conduct.

2. Scope

The Supplier shall comply with this Code and any subsequent revisions and shall ensure that its Workers are aware of this Code and comply with it. This Code forms a part of the contractual documentation between Axiom and the Supplier (irrespective of whether it is explicitly referred to in any other contractual documentation which has been entered into between the parties).

3. Owner

Axiom’s board of directors has overall ownership for ensuring that this Code complies with Axiom’s legal and ethical obligations. Axiom’s Legal & Compliance function is responsible for ensuring that all Suppliers that Axiom engages with are aware of its contents and comply. Axiom’s Legal & Compliance function can be contacted on compliance@axiomlaw.com.

4. Revisions and updates

Revisions to this Code are made by Axiom’s Legal & Compliance function as and when necessary and the latest version shall be published on Axiom’s website. The Supplier is advised to regularly check Axiom’s website to ensure that it is complying with the latest version of the Code. This version was last updated in April 2024.

5. Definitions

“Representative” means any individual or organisation who is the Supplier's suppliers, agents, and sub-contractors who are involved in Axiom's supply chain.

“Supplier” means companies, partnerships, distributors, agents, representatives, and other business partners and their employees, directors, officers, agents, representatives, and sub-contractors providing a product and/or services to Axiom.

“Worker” means any individual whom the Supplier employs, hires, or engages, or otherwise uses to conduct its business.

6. Supplier commitment

The Supplier agrees that:

• it will comply with the requirements in this Code;
• it has appropriate systems in place to ensure continuous compliance and to demonstrate such compliance; and
• any breach of this Code will allow Axiom to terminate its relationship with the Supplier with immediate effect.

7. Compliance with laws and regulations and priority of standards

In carrying out its agreement with Axiom, the Supplier shall, in addition to complying with the standards set out in this Code, comply with all applicable laws and regulations of the jurisdiction where it or its Representatives operate and those that apply to Axiom.

If there is a conflict between any applicable laws or regulations, the provision of an agreement with Axiom and/or the provisions of this Code, the Supplier shall meet the most stringent standard.

8. Workforce Issues

Slavery, human trafficking and child labor. The Supplier shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations, and codes from time to time in force. This includes, but is not limited to, not supporting or engaging or requiring any forced labor, the use of child labor, bonded labor, indentured labor and prison labor.

Human rights. The Supplier shall comply with all internationally recognized human rights, at a minimum, as those expressed in the International Bill of Human Rights and the principles concerning fundamental rights set out in the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work from time to time in force.

Compensation. The Supplier shall fairly compensate their Workers by providing wages and benefits which are in compliance with applicable laws and regulations of the jurisdictions in which the Supplier operates, or which are consistent with the prevailing local standards in the jurisdictions, if the prevailing local standards are higher.

Hours of Labor. The Supplier must ensure that working hours are consistent with applicable laws and regulations and are not excessive. The Supplier must provide Workers rest days and leave privileges.

Discrimination/Equal Opportunities. Axiom is an equal opportunity employer, and requires Supplier to base all conditions of employment on the ability to do the job, not on the basis of personal characteristics or beliefs. Suppliers must follow all applicable employment laws, must not engage in acts of verbal or physical harassment and must not discriminate on the basis of race, color, national origin, gender, sexual orientation, religion, disability, or any other characteristic prohibited by applicable laws and regulations.

Diversity, Equity & Inclusion (“DE&I”). The Supplier should consider DE&I in their decision making and supplier selections, including actively supporting supplier programs that look to ensure a diverse employee base. The Supplier must not discriminate unfairly in hiring or during the employment lifecycle on the grounds of race, color, national origin, gender, sexual orientation, religion, disability, or any other characteristic prohibited by applicable laws and regulations. The Supplier must protect employees from any discrimination or monetary inequality irrespective of gender.

Axiom encourages Suppliers to review the extent of equality, diversity and inclusion within their own supply chain and sourcing decisions. Suppliers should work with diverse businesses and enact inclusive sourcing within their own organisations.

Immigration Law and Compliance. The Supplier must only employ Workers with a legal right to work. The Supplier is obligated to validate all Workers’ legal status by reviewing relevant documentation before they are allowed to commence work.

9. Business Integrity

Axiom expects the Supplier to conduct its overall business with integrity and specifically address the following areas:

Conflicts of interest. The Supplier must avoid the appearance or actual improprieties of conflicts of interests. The Supplier must not deal directly with any Axiom employee or the spouse, domestic partner, or other family member or relative of an Axiom employee who holds a significant financial interest in the Supplier. If a Worker or Worker’s spouse, domestic partner, or other family member or relative is employed by Axiom, then such individual may not participate in any contract negotiations involving the Supplier nor provide services to Axiom on behalf of the Supplier.

Fair dealing and fair competition. Axiom does not tolerate improperly taking advantage of anyone through manipulation, concealment, abuse of privileged information, intentional misrepresentation of facts or any other unfair practice. The Supplier is expected to comply with applicable anti-competition laws and regulations. Unfair competition practices such as price fixing or bid rigging are not acceptable.

Business continuity and crisis management. Subject to the terms of any specific contractual provisions that apply, the Supplier must have adequate business continuity plans in place to continue to provide its services to a reasonable degree in the aftermath of any kind of operational crisis, whether caused by a natural disaster, equipment malfunction, power failure, terrorist act or so forth. Upon request by Axiom, the Supplier must disclose and discuss in detail the elements of its business continuity plan.

10. Bribery and corruption

Bribery and corruption. Axiom is committed to conducting business free from bribery, corruption and unethical activities. The Supplier must comply with all applicable laws and regulations that govern the jurisdictions in which they operate, that relate to the prevention of bribery and corruption as well as those that apply to Axiom including the Foreign Corrupt Practices Act 1977 in the United States of America and the Bribery Act 2010 in England & Wales. To that end, the Supplier shall not accept, offer, promise, pay, permit or authorize:

1. bribes, facilitation payments, kickbacks or illegal political contributions;
2. money, goods, services, entertainment, employment, contracts, or other things of value, in order to obtain or retain improper advantage; and
3. any other unlawful or improper payments or benefits.

Gifts and hospitality. Any gifts, meals, or entertainment provided by Supplier to Axiom must comply with applicable laws and regulations and must be consistent with local custom and practice. Gifts and hospitality must always be proportionate and adequate for the occasion concerned.

The Supplier has an affirmative obligation to promptly report to Axiom’s Legal & Compliance function any concerns about, or indications of, possible violations of law in respect of anti-bribery and corruption.

11. Environment, health, and safety

Law and compliance. The Supplier must comply with all applicable laws, regulations, ordinances, rules, product registrations, permits, licenses approvals and orders regarding the environment, health, and safety in every jurisdiction in which they operate.

Working environment. The Supplier shall provide a safe, healthy, and sanitary working environment. This includes, but is not limited to, implementing general and relevant industry-specific procedures and safeguards to prevent workplace hazards and work-related accidents and injuries.

Emergency preparedness. The Supplier must be prepared for emergency situations. This includes Worker notification and evacuation procedures, emergency training and drills, appropriate first-aid supplies, appropriate fire detection and suppression equipment and adequate exit facilities.

Environment and sustainability. The Supplier must operate in an environmentally responsible and efficient manner and shall strive to minimize adverse impacts on the environment. The Supplier must conserve natural resources, avoid the use of hazardous materials where possible, and promote activities that reuse and recycle. The Supplier shall ensure that:

1. its operations comply with all applicable environmental laws, including laws and international treaties relating to (but not limited to) waste disposal, emissions, discharges and the handling of hazardous and toxic materials;
2. any goods it manufactures (including the inputs and components that it incorporates into its goods) comply with all applicable environmental laws and treaties; and
3. it will only use packaging materials that comply with all applicable environmental laws and treaties.

12.  Procuring and managing representatives

With regard to prospective Representatives, the Supplier shall carry out appropriate due diligence on prospective Representatives that will form part of Axiom’s upstream supply chain. At a minimum, the due diligence must include the following:

1. investigations into prospective Representatives' stance on human rights, treatment of Workers, bribery, ethical behaviour and environmental outlook;
2. risk assessments for countries from which materials, components or finished goods are sourced; and
3. the prospective Representative's ability to meet the requirements and principles that are covered in this Code.

In its dealings with Representatives, the Supplier shall:

1. ensure that its agreements with Representatives include provisions that require the Representatives to comply with applicable laws and regulations as well as the provisions of this Code, having due regard to the risk profile of the relationship, the Representative's ability to comply with those provisions and the consequences where the Representative fails to meet those requirements; and
2. ensure that it has measures to monitor that those Representatives are complying with those compliance-related provisions and that it has systems in place to address any deficiencies or breaches of those requirements.

13.  Confidentiality, intellectual property, and data protection

Confidentiality. The Supplier must not disclose to others and will not use for its own purposes or the purpose of others any trade secrets, confidential information, knowledge, data, skill, or any other information considered by Axiom as “confidential”. The Supplier must require all Workers to sign confidentiality provisions to protect customer information as a condition of employment.

Intellectual property. The Supplier shall respect the intellectual property rights of others including that of Axiom. The Supplier must safeguard any intellectual property that it creates for Axiom or is permitted to use on behalf of Axiom. Any authorised transfer of confidential information is to be done in a way that protects all intellectual property rights.

Data protection. The Supplier shall comply with all data protection laws, regulations and best practices when processing any personal data on behalf of Axiom. The Supplier must ensure that:

1. it does not access or disclose Axiom personal information (also known as “personal data”) except as authorised under its agreement with Axiom;
2. it takes appropriate steps to safeguard any information belonging to or supplied by Axiom that could lead to the identification of individuals, including information that identifies individuals in combination with other information;
3. it maintains a written information security program that includes administrative, technical, and physical safeguards designed to protect the security, integrity, and confidentiality of personal information;
4. there is no unauthorized access of the information by third parties, including its Representatives; and
5. it notifies Axiom without undue delay of any unauthorized access or disclosures.

14. Due diligence, monitoring, and compliance

Axiom has a responsibility to conduct appropriate due diligence before entering into relationships with third parties including its Suppliers. We assess and categorize all third parties and based on the category allocated, we conduct due diligence on the following areas: risk management, employment, health and safety, supplier management, data protection and information security.

Suppliers must develop and enforce policies and procedures to ensure compliance with all aspects of this Code. This includes ensuring transparent and accurate record-keeping to demonstrate compliance with applicable laws and regulations and this Code. In certain cases, Axiom may require the Supplier to certify its compliance with the Code in writing on an annual basis. In addition, Suppliers undertake to provide documentary evidence of compliance with the principles laid out in this Code upon written request and where applicable and necessary to welcome audits no more frequently than once a year as commissioned by Axiom to verify compliance, where required.  

15. Downstream monitoring and due diligence

Suppliers are expected to perform effective due diligence on their own supply chains to ensure that environmental, human rights, diversity and inclusion, society, product and service responsibility, values and behaviors, whistleblowing, monitoring, and due diligence standards are monitored, and that effective and that appropriate progress plans are in place where relevant, as part of their own code of conduct.

16. Violations of this Code

Any violations of this Code are taken seriously by Axiom and may result in Axiom terminating its relationship with the Supplier with immediate effect.