VENDOR CODE OF CONDUCT

Jan 2024
Rev.1

This Vendor Code of Conduct (hereinafter referred to as the “Code”) delineates the principles applicable to all existing and potential Vendors of KEO International Consultants, encompassing its subsidiaries and affiliates (hereinafter referred to as “KEO”). KEO is unwavering in its commitment to conducting operations with unwavering ethics, legality, security, and environmental and social responsibility. Accordingly, KEO mandates its Vendors to consistently adhere to the stipulated criteria to be eligible for, conduct, or continue business with KEO.

The term “Vendors” (or “Vendor” as applicable) in this Code encompasses entities seeking to provide goods, services, or personnel to KEO (such as sub-consultants, service providers, goods suppliers, manufacturers, contractors, etc.), as well as those presently party to agreements with KEO for such purposes.

The Code encapsulates KEO's policies regarding the conduct standards expected from Vendors while performing their duties and responsibilities for KEO. The Code aims to support Vendors by providing guidance on identifying and addressing ethical issues, establishing mechanisms to report unethical conduct, and fostering a culture of transparency and accountability.

A. Compliance with Laws, Rules, and Regulations
KEO expects Vendors to comply with all applicable laws, rules, and regulations of the countries in which the Vendors are registered, as well as those of the countries where KEO is registered.

B. Environmental, Health and Safety Practices
Vendors are responsible for ensuring that their facilities and businesses operate in compliance with the relevant government and industry environmental protection policies to minimize any adverse environmental impact. Vendors are also required to ensure that their employees comply with applicable health and safety regulations and perform their duties in a manner that does not jeopardize their safety or that of others.

C. Ethical Business Practices
Vendors are expected to conduct their businesses in line with the following:

i. Anti-Corruption/ Anti-Bribery
KEO does not tolerate any form of corruption or bribery and is committed to conducting its business with integrity. Vendors must comply (and ensure that their employees, officers, directors, and agents comply) with all applicable anti-bribery and anti-corruption laws of the countries where KEO is registered. Vendors shall not offer to any KEO employee a kickback, favour, gratuity, entertainment, or anything of value to obtain favourable treatment from KEO.

ii. Fraud
KEO maintains a zero-tolerance approach to fraud and is committed to promoting transparency and integrity. Vendors are expected to share this commitment and set an example by adhering to appropriate laws, regulations, procedures, practices, and this Code.

iii. Fair Competition
Vendors must conduct their business in accordance with fair competition practices, refraining from engaging in collusive bidding, price discrimination, anti-competitive behaviour, antitrust activities, or any other unfair trade practices.

iv. Quality Assurance
Vendors should adhere to quality standards relevant to their products or services, ensuring they meet or exceed industry norms and customer expectations.

v. Ethical and Anti-Counterfeit Sourcing
Vendors must source goods or services from third parties that meet at least the country-of-origin standards for health and safety, working hours, pay, employment conditions, and environmental protection. Vendors are required to verify the origins of all parts and materials and ensure their authenticity, responding to requests for information on the source.

vi. Discrimination and Harassment
Subject to the applicable laws, Vendors shall not discriminate against any worker based on race, colour, age, gender, sexual orientation, ethnicity, disability, religion, political affiliation, union membership, national origin, or marital status in hiring and in their daily employment. Vendors must refrain from insulting, harassing or offensive conduct, whether verbal, physical or visual.

vii. Child and Forced Labor
Vendors must follow the applicable laws on child and forced labour.

viii. Conflict of Interest
A conflict of interest arises if the Vendor's employee or their family member has a close relationship with a KEO employee who can influence the Vendor's dealings with KEO. In such instances, the Vendor must disclose these relationships to KEO before entering into negotiations and whenever they arise. The Vendor should also inform KEO if any of its employees' family members work for KEO, have a financial interest in KEO, or have had any past or present business relationship with.

D. Intellectual Property
Vendors shall always respect intellectual property rights of others and shall conduct its business without infringing other party’s intellectual property rights. Any transfer of technology and know‐how is to be done without violating the intellectual property rights of others. KEO's (or of its client’s) logos, marks and strap lines shall not be used by Vendors without KEO's prior written approval.

E. Confidentiality
Vendors may gain access to proprietary or confidential information as deemed by KEO (including information related to KEO's clients). Vendors must comply with the confidentiality obligations outlined in the relevant request for proposal, invitation to bid, other solicitation documents, or applicable non-disclosure agreements between KEO and the Vendor. In the event of unauthorized disclosure or use of proprietary or confidential information, KEO reserves the right (in addition to all other legal and contractual rights) to disqualify any potential Vendor or terminate any ongoing relationship with a Vendor found to be in violation of confidentiality obligations, without prior notice or liability. All press releases or advertising referring to KEO or the Vendor's relationship with KEO must be approved by KEO before publication or other use.

F. Data Protection and Privacy
Vendors should handle any personal data received from KEO with utmost care, complying with data protection laws and ensuring the security and confidentiality of such information.

G. Cybersecurity
Vendors must implement robust cybersecurity measures to protect against data breaches, unauthorized access, and other cyber threats.

H. Insurance Coverage
KEO expects all its Vendors to have and maintain adequate insurance policies applicable to the business they wish to conduct with KEO (such as professional indemnity insurance, worker's compensation insurance, public liability insurance, product liability insurance, etc.).

I. Monitoring and Compliance
Vendors are responsible for complying with the requirements set forth in this Code and ensuring that the standards and requirements are communicated and understood by their employees, officers, directors, and agents. Vendors will be held accountable by KEO for the conduct and actions of their employees, officers, directors, and agents.
While no code or policy can anticipate every situation that may arise, KEO expects Vendors to exercise independent professional judgment and prevent wrongdoing in the course of their duties and responsibilities on behalf of KEO. Vendors must immediately notify KEO and promptly disclose any actual or potential violations of the Code, outlining plans to correct and remedy such violations. Any potential or actual violations of this Code are to be reported directly to KEO via email:  info@keo.com.
Vendors must maintain appropriate records and support KEO in any inquiries or investigations related to violations or apparent violations in relation to KEO's business activities. Based on the assessment of available information, KEO reserves the right (in addition to all other legal and contractual rights) to disqualify any potential Vendor or terminate any ongoing relationship with a Vendor found to be in violation of this Code.

J. Application
This Code is not a substitute but a complement to any Vendor obligations outlined in (1) requests for proposals, invitations to bid, or other solicitation documents, or (2) agreements between KEO and the Vendor. In the event of a conflict between this Code and any KEO solicitation documents or applicable agreements, the terms of KEO's solicitation documents or agreements shall prevail. The requirements of this Code are not subject to waiver.