ETHICS AND COMPLIANCE

Version Date: 17 May 2023

This Ethics and Compliance attachment for Delinian (“ECA”) is incorporated into and made part of the Standard Terms (also referred to as the “Agreement”). Unless otherwise defined in this ECA, capitalised terms will have the meaning given to them in the Contract Details and Standard Terms.

1 Anti-Bribery & Corruption

1.1 Each Party undertakes that it shall not, directly or indirectly pay, offer, give or promise to pay or authorise the payment of any monies or other items of value to:

a) an official or employee of a government department, agency or instrumentality, state-owned or controlled enterprise or public international organisation; or

b) any other person at the suggestion, request or direction or for the benefit of any of the above-described persons,

if any such payment, offer, act or authorisation is for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or engaging in acts or transactions otherwise in violation of the anti-bribery legislation.

1.2 Each Party shall maintain in place throughout the term of the Agreement its own policies and procedures to ensure compliance with the anti-bribery legislation and will enforce them where appropriate.

1.3 Each Party undertakes that neither party nor any of its directors, officers, employees or affiliates nor, so far as either party is aware, any agents or other persons acting on behalf of any of the foregoing, directly or indirectly, has:

a) violated or is in violation of any applicable anti-bribery legislation;

b) made, offered to make, promised to make or authorized the payment or giving of, directly or indirectly, any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality thereof, any political party or supra-national organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any applicable law or regulation or otherwise for the purpose of influencing any act or decision of such payee in their official capacity, inducing such payee to do or omit to do any act in violation of their lawful duty, securing any improper advantage or inducing such payee to use their influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality (“Prohibited Payments”); or

c) been subject to any investigation by any governmental entity with regard to any actual or alleged Prohibited Payment.

2 Modern Slavery

2.1 In this clause 2, “Modern Slavery” means slavery (as defined in the United Nations 1926 Slavery Convention); servitude; forced or compulsory labour (as defined by the International Labour Organisation’s Forced Labour Convention 29 and Protocol); and human trafficking (being the arrangement or facilitation of the travel of another person with a view to that person being exploited).

2.2 Each Party shall at all times take reasonable steps to ensure there is no Modern Slavery within its business and shall make all reasonable endeavours to ensure compliance with the same by its suppliers.

2.3 Each Party shall have the right to terminate this Agreement with immediate effect should it have reason to believe that the other Party is in breach of its obligations under clause 2.1.

3 Trade Sanctions

3.1 Neither Party, nor any of its directors, officers, employees or participants, nor, so far as either Party is aware, any agents or other persons acting on behalf of any of the foregoing or any other parties accessing the Event:

a) is listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC) or any similar list maintained by the United Nations, the European Union, the United Kingdom or any other relevant governmental entity;

b) directly or indirectly, has conducted, conducts or is otherwise involved with any business with or involving any government (or any sub-division thereof), or any person, entity or project, targeted by, or located in any country that is the subject of, any of the sanctions administered by OFAC or any equivalent sanctions or measures imposed by the United Nations, the European Union, the United Kingdom or any other relevant governmental entity (collectively “Sanctions”);

c) directly or indirectly supports or facilitates, or plans to support or facilitate or otherwise become involved with, any such person, government, entity or project; or

d) is or ever has been in violation of or subject to an investigation relating to Sanctions.

3.2 The Company reserves the right to refuse to provide the service and to terminate this Agreement with immediate effect without any liability by giving written notice to the Sponsor if, in its sole discretion, it determines that the Sponsor’s sponsorship of the Event causes or will cause the Company, its affiliates, the Event venue owner or the Event hosting platform or the Sponsor fail to comply with applicable law, including in circumstances where the transactions or payments contemplated under this Agreement are in breach of, or otherwise targeted by Sanctions or other laws.