1.1 Terms and Definitions

“We”, “our” and “us” refer to BuzzSaw Media. “Staff” and “users” means all of those who work under our control, including employees, contractors, interns etc.

1.2 Purpose and Scope

BuzzSaw Media as a provider of services operates in a regulated industry in addition to general laws, rules, and industry practices We also comply with detailed regulations. We are committed to responsible business by ensuring everything we do is ethical and lawful and in a socially and environmentally sustainable way throughout the value chain.

We view suppliers and clients as an important part of our business success and strive to select and work with suppliers who adopt ethical standards, conduct their respective operations in a manner that respects the rights of individuals they employ, demonstrate a positive impact on the environment and implement appropriate safety and security measures regarding personal data handling in accordance with applicable data protection standards.

Our Supplier Code of Conduct (Code) articulates a vision of responsible business behaviour and sets forth the principles that we expect our suppliers and their subcontractors to abide by in the course of their business relationship with us. Many of the principles in this Code are about complying with laws, regulations, and industry best practices. This compliance is the minimum standard expected, and we are happy to work with our suppliers and clients to monitor compliance and improve things further throughout the relationship.

2. Why a Supplier Code of Conduct is needed

We rely on our customers and other stakeholders having confidence in us. Only by maintaining this trust can we continue to be a successful company. We also rely on our suppliers to meet such confidence.

Suppliers shall comply with all applicable laws and regulations including full compliance with this Code. Suppliers must ensure legal compliance through essential training, awareness, operational control, and monitoring. There may be instances when the principles set forth in this Code differ from local law or customs in a particular country. If that is the case and local law or customs impose higher standards than those set out in this Code, local law and customs should apply. On the other hand, if this Code provides for a higher standard, the Code should prevail. Suppliers shall adhere to industry standards, best practices and, where relevant, international standards.

The purpose of this Code is to make it easier for our suppliers to promote lawful, professional, and fair practices that integrate the respect for human rights, business ethics (including a zero-tolerance policy for bribery and corruption) and the environment. This Code will establish the basis for collaboration; responsibilities of suppliers to us, and guide suppliers in doing business with us.

3. Our Suppliers

The Code applies to all our suppliers to any of the group companies – in all countries – and all those who do business with or on behalf of BuzzSaw Media Pty Ltd. This means that, as our supplier, you are responsible for becoming acquainted with the Code and ask for guidance if necessary.

Please note that the term ‘supplier’ covers the supplier and any person or entity (including its subsidiaries, agents, affiliates, employees, consultants, members of the board of directors and subcontractors) contracted by the supplier for our benefit. By entering into a business relationship with us and during the term of this business relationship, suppliers are required to ensure that their employees and subcontractors are made aware of and comply with applicable laws and regulations and with the principles set forth in this Code; in particular, suppliers are expected to choose the suppliers they retain in relation to our business with appropriate due diligence, communicate the principles set out in this Code (or equivalent principles) to their suppliers and ensure compliance with these principles.

4. Our People

4.1 Non-discrimination and Equal Opportunity

We are committed to a number of initiatives which guide our business decisions and form part of our core values. One of those core values is respect for employee’s human rights, as established in the United Nations’ Universal Declaration of Human Rights(UDHR). National legal standards must be respected in all cases; the stricter legal standard shall always apply.

BuzzSaw Media is a place of mutual trust and respect that embraces diversity and values everyone for their merits. A place where people are treated fairly, with respect and dignity. We provide our employees with a workplace that supports diversity and where differences are valued. We will not tolerate discrimination or harassment, whether this is based on an individual’s ethnic or national origin, gender, skin colour, faith, religion, citizenship, age, disability, civil status, sexual orientation, or any other reason. We expect our suppliers to adhere to the same standards and that no employee of the supplier will be subjected to corporal punishment, physical, sexual, psychological, or verbal harassment or abuse. In addition, suppliers will not use fines as a disciplinary measure, and any disciplinary actions taken should be recorded.

Suppliers shall not discriminate in the hiring and employment of employees on the basis of race, caste, birth, social or ethnic origin, religion, nationality, age, gender, gender identity or expression, marital status, sexual orientation, disability, maternity, or paternity, union membership or political affiliation.

4.2 Health and Safety

Suppliers will at all times provide and maintain their employees with a safe and healthy workplace. They should ensure that a senior management representative is responsible for health and safety and that appropriate policies and procedures are in place that meet, and preferably exceeds, applicable standards and legal requirements.

4.3 Human Rights and Labour Conditions

Being a responsible business means respecting and supporting international standards on human rights, working conditions, the environment and anti-corruption. As such, we observe a number of international declarations, conventions and guidelines. These include the United Nations’ Universal Declaration of Human Rights. We comply with national human rights legislation (including Modern Slavery) in the countries in which we operate and expect our suppliers to share this commitment which includes addressing specific Modern Slavery concerns and indicators by meeting the following requirements:

4.3.1 Child Labour

We do not use any form of child labour and requires that its suppliers prevent all forms of child labour. The minimum age for workers shall not be lower than the age at which compulsory education is completed in the respective country or the minimum age for employment, whichever is higher. In addition, suppliers must comply with all legal requirements for the work of admitted juvenile workers, particularly those pertaining to working hours, wages, and safe working conditions.

4.3.2 Forced Labour

Our suppliers must not use any form of involuntary or forced labour, including indentured labour, debt bondage, slave labour, or human trafficking and must never engage in any form of sex procuring. Employees and consultants must have the ability to terminate their employment in accordance with applicable laws, regulations, and rules.

4.3.3 Wage, benefits and working hours

Our suppliers must pay workers at least the minimum compensation required by local law and provide all benefits required by law. Suppliers must comply with applicable legislation regarding working hours (including but not limited to overtime and overtime compensation) and rest rules.

4.3.4 Employment Relationships

Supplier’s employees should have a clear and coherent contract of employment that must comply with legislation and be especially clear about wages. Employees who are unable to read the contract should be introduced to a suitable person, who can read and explain the contract to them. Further, the supplier must not terminate an employment without documenting in writing the reason for the termination and any termination must comply with all legal requirements.

4.3.5 Freedom of association and collective bargaining

We recognise the importance of open communication and direct engagement between workers and management and expect our suppliers to do the same. Our suppliers shall respect the rights of workers to associate freely and communicate openly with management regarding working conditions without fear of harassment, intimidation, punishment, or reprisal. We also expect our suppliers to recognize and respect any rights of workers to exercise their legal freedom of association, including joining or not joining any association of their choice. Our suppliers shall also respect all legal rights of workers to bargain collectively.

5. Our Business

We are committed to the highest standards of integrity, honesty, openness, and professionalism in all our activities wherever they are conducted. We are committed to complying with applicable laws and do not engage in any form of corrupt practices, including extortion, fraud, or bribery, at a minimum. We expect our suppliers to adhere to the highest standards of integrity, transparency, and corporate governance. Moreover, as a minimum, we expect our suppliers to comply with all relevant legislation and regulations. Our suppliers must not engage in any form of bribery or corruption and must not be associated with any group that supports acts of violence, terrorism, or discrimination.

5.1 Conflicts of interest

All our employees owe a duty of loyalty to BuzzSaw Media. Where our personal, social, financial, or political activities interfere or could interfere with our loyalty to the company, a conflict of interest may exist. Even the appearance of a conflict of interest can be damaging. The same applies to our suppliers, who should avoid situations where a conflict of interest may occur. Consequently, the interest of BuzzSaw Media and/or the suppliers on the one hand and the

personal interests of their respective employees (or those of a relative, a friend, or a close relation) on the other hand, must be kept separate. Similarly, our employees are required to disclose to their manager any potentially conflicting relationship with and/or interest in, a supplier before making a business decision or recommendation regarding a supplier.

5.2 Bribery and Anti-corruption

We are committed to ethical business practices and have zero-tolerance for corruption and bribery. We do not condone offering or accepting bribes or any other form of improper payment, including so-called ‘facilitating payments’ under any circumstances. In some jurisdictions, offering or accepting inappropriate gifts may constitute a criminal offense punishable by severe prison sentences. Even the appearance of a violation of anti-bribery or anti-corruption laws could cause significant damage to our reputation and will be reported to the appropriate authorities at our discretion.

Suppliers must act with utmost integrity, honesty and transparency and comply with all applicable anti-bribery and anti-corruption laws. Consequently, suppliers must ensure that they do not offer or receive any form of inappropriate benefit (gift, favour, or hospitality) with the intention to improperly influence a business decision, whether it involves government officials or private individuals. Should a BuzzSaw Media employee ask for any improper payment or incentive in breach of this Code, suppliers are expected to immediately notify us. Suppliers are also expected to ensure that all of their reports, records and invoices are accurate and complete and that they contain no false or misleading information. We require our suppliers and staff to adhere to our (or an equivalent of) our Anti-Bribery and Corruption Policy.

5.3 Competition and Anti-trust

BuzzSaw Media strives to act at all times as a fair and responsible market participant and expects the same from its suppliers. Our suppliers must comply with all competition and anti-trust laws that apply to their business. In particular, suppliers must refrain from entering into any understanding or agreement that would hinder unlawful competition either with their competitors or with their own suppliers. This applies to any arrangement that influences prices, terms of sales (including discounts), strategies or customer relations, markets, market shares, customers, or territories (particular care is expected regarding the participation of suppliers in tender procedures). This also applies to the exchange of sensitive information or to any other conduct that unlawfully restricts or may restrict competition.

BuzzSaw Media purchases all goods and services in a coordinated manner and based on objective factors such as quality, price, availability, delivery, reliability, and service. Suppliers shall follow the principles of fair competition and shall not engage in bid-rigging or any other limits of unfair competition.

5.4 Anti-money laundering and terrorist financing

We comply with the standards set out in the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006, the European Anti-Money Laundering and Terrorist Financing Directives and other applicable national anti-money laundering and terrorist financing legislation where applicable. As a matter of course, we regularly screen Suppliers against published Watchlists and will flag any listings for explanation. We expect our suppliers to support and to cooperate with us to ensure compliance with the relevant legislation. Any payment by BuzzSaw Media to a vendor, supplier or other third parties must be made to a bank account titled in the name of the contracted vendor, supplier, or other third party.

5.5 Confidential Information

We respect the confidential information of others and include specific confidentiality clauses within our supplier contracts. We will never seek to obtain or disclose confidential information of other companies, whether brought to our attention directly or from third parties, and we expect our suppliers to act in the same manner.

Should a supplier have interactions with a competitor of BuzzSaw Media, the supplier must not share any of our sensitive information with the competitor and vice versa, even via third parties. Suppliers are also expected to compete fairly and ethically for all business opportunities. They must ensure that all statements, communications, and representations to us are accurate and truthful. All suppliers, service providers, consultants and others who provide services to BuzzSaw Media shall sign a confidentiality undertaking. The obligation to keep information confidential shall continue to apply after the relationship with BuzzSaw Media has ended. A non-disclosure agreement shall be concluded or entered into between the supplier and BuzzSaw Media.

5.6 Data Protection and Privacy

We comply with the data protection standards set out by The Privacy Act 1988, the European data protection legislation and/or other applicable national data protection legislation. We implement strict security and safety measures to protect the data of our suppliers, employees, and customers alike. Personal data may only be collected, used, and shared if it is consented to or otherwise necessary for certain legal purposes, for example to fulfill an agreement or if we must fulfill a legal obligation.

We will only work with suppliers who can demonstrate similar standards with regard to the protection of personal data, with specific compliance and adherence to our Privacy Policy and the supplier obligations set out in our Information Security Policy. Personal data is defined as any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

In addition, suppliers performing a processing activity on behalf of BuzzSaw Media are required to comply with the agreed-upon specific contractual provisions in a Data Processing Agreement to be concluded separately. Suppliers have a responsibility to protect personal data from improper disclosure, theft, or misuse at all times. Suppliers are additionally required to ensure that they do not store any transactional Personal Identifiable Information except where required to do so to satisfy legal or regulatory compliance obligations. The Supplier must maintain a Data Breach Notification Policy that conforms with the relevant legislation and reporting obligations, and must immediately report to BuzzSaw Media any incident that involves our personal data including BuzzSaw Media Client Data and verification subject data provided for processing (See Privacy Policy and Information Security Policy for further detail).

6. The Environment

We seek to comply with all relevant environmental legislation in the countries in which we service. We are committed to continually improve our environmental performance through various camBSMgns and initiatives across the company. We believe that suppliers should seek to minimize any potential impact on the environment when providing goods and services to us and demonstrate continuous improvements in environmental performance.

As a minimum, we expect suppliers to seek to comply with applicable environmental legislation, regulations, and directives to protect and improve the environment, and to have developed, reviewed, and recorded processes to ensure their compliance. We encourage our suppliers to have action plans in place to continually improve their environmental impact including but not limited to the following areas;

1. Waste management: Minimize waste through careful purchasing and efficient use of natural resources and recycle as much waste as possible.
2. Greenhouse gas emissions: To reduce the overall greenhouse gas emissions through effective reduction measures.
3. Energy: Reduce the carbon footprint and save energy across all offices including but not limited to improving and upgrading to more energy-efficient IT equipment and facilities.
4. Transport: Encourage employees to use sustainable transportation, reduce travel when possible and replace with video conferencing (and/or try to offset air emission via a registered organization).
5. Environmental awareness: Raise employees’ awareness of their individual and their company’s overall impact on the environment and encourage their participation in initiatives aimed at improving any environmental impact.

Where appropriate, suppliers must also comply with additional environmental requirements specific to the products and services supplied to us. Any specific requirements will be set out in the individual contract between BuzzSaw Media and the supplier.

7. Our Supplier Engagement Process

We look forward to engaging with our suppliers to improve our performance with regard to social and environmental impact (including Environmental and Social Governance- ESG).

8. Implementation

Suppliers shall strive to keep accurate, timely, and relevant information on performance and progress and make it available to BuzzSaw Media upon reasonable request. The supplier shall implement this Code into its operations and ensure that this Code is complied with at all times for the duration of the engagement with BuzzSaw Media. This includes adopting similar principles to those outlined in this code in dealing with their own Significant Suppliers. Suppliers must adhere to acceptable business practices with their own suppliers, including providing timely payment to ensure continuity of service.

9. Breach (Consequences of Violation)

Suppliers agree that a breach of any of their obligations or undertakings under this Code is a material breach of contract. We will take all necessary measures to remedy any breach of this policy including the use of our disciplinary or contractual processes where appropriate.

If a supplier does not meet the expectations and standards BuzzSaw Media will;

1. As a first step, encourage the supplier to take necessary remedies, including paying damages and implement appropriate corrective actions within a reasonable time, so as to remedy the violation and to prevent similar occurrences in the future. Corrective measures for critical deviation must be implemented without undue delay.
2. If corrective measures are not implemented by the supplier within a reasonable time from notice by BuzzSaw Media, we shall have the right to early termination of any contract(s) entered into between the supplier and BuzzSaw Media, in addition to any other rights under such contract(s).