Supplier Code of Conduct

Purpose and scope

Kapalins Pty Ltd ("Kapālins") is committed to operating ethically, lawfully and responsibly, and expects the same of its suppliers, vendors, partners, contractors and their personnel and subcontractors (each a "Supplier"). This Supplier Code of Conduct (the "Code") sets out the minimum standards we expect. Suppliers must comply with this Code in addition to their contractual obligations; where a contract sets a higher standard, the higher standard applies.

1. Legal compliance

Suppliers must comply with all applicable laws, regulations and industry standards in the jurisdictions where they operate, including those relating to labour, anti-corruption, trade, privacy and data protection.

2. Labour and human rights

Suppliers must respect human rights and provide fair working conditions, including:

• no child labour and no forced, bonded, indentured or involuntary labour, consistent with modern-slavery laws (including the Modern Slavery Act 2018 (Cth));
• freely chosen employment, lawful wages and working hours, and no unlawful withholding of wages or documents;
• no discrimination or harassment, and respect for diversity and equal opportunity; and
• recognition of employees’ lawful rights to freedom of association and collective bargaining.

3. Health and safety

Suppliers must provide a safe and healthy working environment, comply with applicable work-health-and-safety laws, and take reasonable steps to prevent injury and ill-health.

4. Environment

Suppliers must comply with applicable environmental laws and take reasonable steps to minimise the environmental impact of their operations.

5. Business ethics and anti-corruption

• Suppliers must not engage in bribery or corruption, and must not offer, give, solicit or accept any bribe, kickback or improper payment or benefit.
• Suppliers must avoid actual or perceived conflicts of interest and disclose any that arise in connection with Kapālins.
• Gifts and hospitality must be modest, infrequent, and never intended to improperly influence a decision.
• Suppliers must compete fairly, keep accurate books and records, and comply with applicable sanctions, export-control and anti-money-laundering laws.

6. Confidentiality, data protection and security

• Suppliers must protect Kapālins’ and its customers’ confidential information and use it only as authorised.
• Suppliers that handle personal data must comply with applicable data-protection laws (including the Privacy Act 1988 (Cth) and, where relevant, the GDPR and the DPDP Act 2023), process it only as instructed, and apply appropriate technical and organisational security measures.
• Suppliers must maintain sound information-security practices, and must notify Kapālins without undue delay of any security incident or data breach affecting Kapālins or its customers.

7. Responsible AI

Where a Supplier develops, supplies or uses artificial intelligence in connection with Kapālins, it must do so lawfully, safely and responsibly — respecting intellectual-property and privacy rights, avoiding unlawful or harmful use, maintaining appropriate human oversight, and being transparent about material AI use on request.

8. Subcontracting and flow-down

Suppliers remain responsible for their subcontractors and must ensure that any subcontractor engaged in connection with Kapālins meets standards no less protective than this Code.

9. Monitoring and audit

Kapālins may request information, and (on reasonable notice and subject to confidentiality) conduct or commission audits, to verify compliance with this Code. Suppliers must reasonably cooperate.

10. Reporting and non-retaliation

Suppliers must promptly report any actual or suspected breach of this Code, or any unlawful or unethical conduct relating to Kapālins, to [email protected]. Reports may be made confidentially. Kapālins does not tolerate retaliation against anyone who raises a concern in good faith.

11. Consequences of non-compliance

Failure to comply with this Code may result in a requirement to take corrective action and, for serious or persistent breaches, suspension or termination of the relationship, without limiting Kapālins’ other rights.

12. Acknowledgement

By accepting a purchase order or entering into an agreement with Kapālins, the Supplier acknowledges and agrees to comply with this Code.

Kapalins Pty Ltd — Victoria, Australia.