Vendor Code of Conduct

Introduction

This Vendor Code of Conduct is designed to uphold the highest standards of ethical, legal, and responsible business practices among all entities collaborating with the Company. It aims to protect and enhance the reputation of the Company and all its stakeholders, fostering respectful and transparent relationships with vendors globally. This Code applies to all vendors, regardless of their geographical location, and requires adherence to local laws in addition to the provisions outlined herein. By adhering to this Code, every individual and entity working with us acknowledges and respects our commitment to lawful and ethical conduct, safety, sustainability, and social responsibility. Our aim is not only to protect and enhance the reputation of the Company and all its stakeholders, but also to foster respectful and transparent relationships with the individuals and companies that provide goods or services to us. 

For the purposes of this Code of Conduct, the term “Kaizen Group of companies” or “Company” refers collectively to Kaizen Gaming Holding LTD, and all companies affiliated with the aforementioned company worldwide, covering every jurisdiction in which these entities operate or conduct business. The words “BETANO” “us”, “we” or “the Company” shall similarly be interpreted as including the entire Kaizen Group and its products, in accordance with its structure and global presence. The word "Vendor" applies to any third party, including contractors, consultants, suppliers, distributors, or any other provider of products or services, that engages with us for business purposes. Examples include technology providers, marketing agencies and payment processors. For the purposes of this Code of Conduct, the term 'Subcontractor' refers to any third party engaged by the Vendor to provide goods or services to the Company. 'Affiliate' refers to any entity that controls, is controlled by, or is under common control with the Vendor. The term “control” shall be interpreted consistently with the concept of control under International Financial Reporting Standards (IFRS), namely, the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Accordingly, entities are considered to be under common control where they are ultimately controlled by the same party or group of parties, and such control is neither temporary nor transitory. 'Third Party' encompasses any external entity, whether or not it interacts with the Vendor or the Company. Vendors are responsible for ensuring that their subcontractors, affiliates, and third parties comply with this Code. Finally, “Services" comprises any type of assistance, performance of work, delivery of materials or goods, or other forms of support offered to the Company for the fulfilment of its business activities, irrespective of the geographical location in which such assistance is provided. 

This Code of Conduct clarifies both the obligations and expectations for every Vendor in maintaining the values that underlie the Company. By establishing a shared framework of trust and mutual benefit, this Code fosters a culture of respect, accountability, and diligent cooperation. As part of this commitment, we require that all Vendors apprised of this Code abide by its provisions, integrate its principles into their daily operations, and respond promptly and effectively to any concerns that may arise.

This Code, upon its approval, will prevail over any other related internal policies that address similar matters or contain provisions relevant to vendor conduct. 

1. Transparency and Ethical Integrity

1.1. Accurate records

Vendors are expected to uphold the highest standards of transparency and ethical integrity in every aspect of their engagement with the Company. This entails maintaining consistent honesty and fairness in all business matters, ensuring that any goods or services provided are accurately documented, and that such documentation faithfully represents the transaction in both financial and operational terms. Vendors must keep accurate and complete official records, created specifically to document or communicate client-related or other business matters, across their value chain, including business relationships beyond direct contractual partners, and to support reporting of upstream and downstream value chain information as may be requested by the Company. These records must not be altered or destroyed for any unlawful or inappropriate reason.

1.2. Conflict of Interests

A conflict of interests may arise when a Vendor provides professional services to the Company while also maintaining a relationship with another individual or entity that might be perceived as compromising Company’s interests. The same applies in cases where there may be conflict between their personal interests and those of Company. In such circumstances, vendors must proactively identify, avoid and promptly report these situations to the respective corporate reporting channels without delay. While various circumstances may give rise to a conflict of interest, the following are indicative examples that would breach this Code:

• Offering or accepting inappropriate gifts or entertainment that could be seen as an attempt to improperly influence business decisions.
• Operating a separate business that competes with or interferes with services provided to the Company.
• Attempting to influence hiring decisions, employment conditions, or performance evaluations involving a family member or someone with whom the vendor has a close personal relationship.
• The provision of biased consulting services that influence the Company to engage in a transaction that undermines its interests for the benefit of personal interests of third parties.

By identifying and managing potential conflicts, Vendors reinforce their commitment to working in an unbiased and conscientious manner while fulfilling their contractual duties.

Vendors are encouraged to establish internal reporting mechanisms for unethical or illegal conduct and to protect whistleblowers from retaliation. Vendors must proactively disclose any actual or potential conflicts of interest to the Company, ensuring transparency and integrity in all business dealings.

1.3. Fair competition

The Company is committed to competing fairly and does not wish to enter into any illegal or unethical agreements to gain any anticompetitive advantages. In the same line, Vendors are also obligated to respect and observe non-competition requirements. They must refrain from engaging in any activity that directly competes with the Company’s legitimate commercial interests, whether on its own behalf or in collaboration with any third party. Examples of anti-competitive behavior include, but are not limited to: 

• price-fixing,
• bid-rigging,
• market allocation,
• colluding with competitors to limit production or divide markets,
• exchanging sensitive business information with competitors,
• misusing inside, privileged or proprietary information to secure an unfair advantage. 

Vendors must abstain from actions such as entering into agreements with competitors to fix prices, coordinate bids, or share confidential information that could harm fair competition. They must also avoid any conduct that could be perceived as an attempt to manipulate market conditions or restrict free and open competition. Such actions not only violate the Company's standards but may also constitute serious legal offences under applicable competition and antitrust laws. This obligation includes refraining from promoting or soliciting business that conflicts with the Company's operations, making use of our confidential information to establish or enhance business relationships with competitors, or otherwise taking any action that could undermine the Company's market position. Vendors are required to reassure their commitment to fair trade practices and uphold the principle that all commercial endeavours should be grounded in integrity, respect, and transparency.

1.4. Gifts and hospitality

In the normal course of business, the offering and acceptance of gifts and hospitality is considered a customary practice, serving as a gesture of appreciation and a means to foster and strengthen relationships with our stakeholders. 

However, it is essential that such gestures do not undermine, or appear to undermine, professional judgement or result in any unfair advantage. Gifts and hospitality may encompass a wide range of offerings, including but not limited to tickets to events, performances, or activities. 

Gifts and hospitality are generally acceptable provided they adhere to the following conditions:

• They are of modest value, appropriate in the context of normal business interactions, and consistent with prevailing economic and cultural standards.

• The giving and receiving of such items is transparent, with no concealed motives.

• They are offered without any expectation of reciprocation or obligation.

• They are given infrequently and shared among different recipients.

• They are suitable and professional within the business context.

• They are reasonable and appropriate, assessed objectively according to the relevant jurisdiction.

The following actions are strictly forbidden:

• Providing or accepting extravagant or excessively costly gifts, such as items or experiences that are significantly above the customary value for business gifts.

• Giving gifts in secret or as part of an arrangement involving mutual favours.

• Offering items that are inappropriate in a business setting or that could cause embarrassment.

• Providing or accepting cash, checks, money orders, or gift cards that can be easily converted to cash.

• Giving or receiving gifts or hospitality so frequently that it could create a sense of obligation.

2. Compliance and asset protection

2.1. Anti-bribery and corruption

The Company maintains a strict zero-tolerance policy towards all forms of bribery and corruption. The Vendor shall not, directly or indirectly, offer, give, solicit, or accept any bribe, kickback, facilitation payment, or any other improper payment or advantage, whether in cash or in kind, to or from any individual or organisation, including public officials, private persons, or entities, in connection or arising from any business dealings involving Company.

The Vendor is required to implement and maintain effective policies, procedures, and controls to prevent bribery and corruption within its operations and supply chain. Any actual or suspected breach of this clause must be reported to the Company immediately. 

2.2. Compliance with gaming laws and international trade restrictions. 

The Company promotes a safe gaming environment and actively advises its Customers about safer play methods. In this view, Vendors must guarantee full compliance with all applicable gaming laws, whenever necessary, in every territory where they offer services related to our products. Vendors are also expected to align with the Company’s commitment to player protection by adopting practices that promote safe, transparent, and sustainable entertainment. This obligation is fundamental to our business relationship and reflects our shared commitment to ethical conduct and player protection.

This requirement applies to all services provided by the vendor that are connected, directly or indirectly, to our products. This includes, but is not limited to, product distribution, marketing, customer support, technical integration, and any other ancillary services that may influence the end-user experience or the manner in which our products are accessed or used. For example, vendors hosting affiliates sites where Kaizen service may be promoted and any other vendors offering gambling related advertisement of Company’s brands are bound to apply responsible gaming practices.

Vendors must not engage in any business, directly or indirectly, with individuals, entities, or organisations that are based in, organised under the laws of, or otherwise associated with countries or territories subject to international sanctions or trade restrictions, including but not limited to those imposed by the United Nations and the European Union. Vendors further agree not to conduct business with any party from countries or regions designated as high-risk for money laundering, terrorism financing, or other illicit activities, as identified by relevant authorities or international bodies.

Vendors must promptly notify the Company of any regulatory investigations, enforcement actions, or material changes in laws that may impact their services. Vendors are required to undergo periodic due diligence reviews, especially those handling sensitive data or operating in high-risk jurisdictions. Immediate notification to the Company is required for any data breaches, security incidents, or suspected violations of law or the Code. 

2.3. Anti-money laundering 

Vendors must comply with all applicable AML, counter-terrorism financing, export control, sanctions, and tax laws and regulations in every jurisdiction in which they operate or provide services. This includes indicatively:

• Implementing and maintaining robust internal controls and procedures to prevent financial crime.

• Ensuring that all relevant staff are trained and aware of their obligations under these laws and regulations.

Vendors must cooperate fully with compliance procedures and provide, upon request, all necessary documentation and information to support the company’s compliance with applicable laws and regulations. This may include, but is not limited to, records of transactions, due diligence checks, and evidence of internal controls.

2.4. Data protection & Confidentiality

Vendors shall comply with all applicable data privacy and protection requirements, ensuring that personal data is processed lawfully, fairly, and transparently. Vendors must implement and maintain appropriate technical and organisational measures to safeguard the security, integrity and confidentiality of any personal data processed on behalf of the Company and are required to promptly identify, report, mitigate and respond, as the case may be, to any actual, suspected, or threatened data breach or security incident involving personal data processed on behalf of the Company. 

On the occasion of a data breach, Vendors shall be expected to assist the Company in fulfilling any legal, regulatory, or contractual obligations arising from the breach, including notifications to supervisory authorities and affected individuals, if required.

Vendors are also responsible for maintaining the confidentiality of any non-public information—whether it relates to commercial dealings, internal processes, trade secrets or otherwise—and must not exploit such information for their own benefit or disclose it to unauthorized parties.      

Without prior consent from the Company, vendors must not make any public announcements about their provision of goods or services to the Company.

2.5. Intellectual Property

Vendors shall respect and protect all intellectual property rights belonging to the Company and any third parties. Vendors represent and warrant that they are the sole and rightful owners of, or have obtained all necessary rights, licenses, and permissions for, any goods, services, materials, or deliverables provided to the Company, and that such provision does not and will not violate or misappropriate the intellectual property or proprietary rights of any third party. Vendors must not use, reproduce, disclose, or distribute any intellectual property, including but not limited to trademarks, copyrights, trade secrets, or proprietary information, except as expressly authorized by the Company and solely for the purpose of fulfilling their obligations. 

Unless otherwise agreed in a written agreement signed by an authorized representative of the Company, any intellectual property, work product, or deliverable developed, created, or conceived by the vendor, either solely or jointly with others, specifically for the Company in connection with the provision of goods or services shall be deemed “work made for hire” and shall be the exclusive property of the Company.

Vendors shall not obtain, claim, or assert any ownership, license, or other rights or interests in any intellectual property owned or developed by the Company, whether pre-existing or arising out of the engagement, except as expressly permitted in writing by the Company.

2.6. AI Compliance

The Vendor hereby warrants that, should it utilise any artificial intelligence systems in connection with its  services rendered to Kaizen, it shall comply with all obligations, requirements, and guidelines set forth under Regulation (EU) 2024/1689 (the AI Act) and any other relevant legislation or guidance issued internationally (the “AI Legislation”). The Vendor further guarantees that it will not use, deploy, or integrate any high-risk AI systems, as defined under the AI Act, in the provision of its services to the Company, unless the Company has been informed in writing in advance and has provided its express written consent to such deployment. The Vendor shall ensure that all services provided to the Company are free from the use of high-risk AI systems unless such prior written notification and approval have been obtained. To the extent applicable, the Vendor shall make available to Kaizen (i) detailed technical and functional documentation explaining the AI system’s capabilities, operational restrictions, and underlying logic, (ii) all relevant records and evidence to demonstrate conformance with each provision of the AI Legislation, and (iii) sufficient information to enable transparent and meaningful disclosure to data subjects regarding the use of AI in processing their data. Furthermore, the Vendor shall, upon the Company’s request, cooperate fully in any audit or review process intended to verify adherence to the AI Legislation. 

3. Social Responsibility and Respect for Global Standards

3.1. Fair Labour Practices

Vendors are committed to ethical employment practices and broader societal well-being, safeguarding human rights and equal opportunity in the workplace. They shall not engage in, support, or permit any form of modern slavery, including forced labour, bonded labour, human trafficking, or involuntary servitude, in any part of their operations or supply chain. Vendors further undertake not to employ or exploit children in contravention of applicable child labour laws and international standards, including but not limited to the minimum age for employment as set by the International Labour Organization (ILO) conventions. Vendors are required to conduct periodic human rights risk assessments in their operations and supply chains. Vendors must actively monitor and remediate any identified risks or incidents related to modern slavery and human trafficking.

3.2. Diversity, Equity & Inclusion 

Vendors are expected to actively promote the principles of diversity, equity, and inclusion in all aspects of their operations and workforce management and uphold a strict zero-tolerance policy towards discrimination, bullying, harassment, and victimisation in any form. They are expected to foster and maintain a diverse, inclusive, and representative workforce, ensuring that all individuals are treated fairly and with respect. Equal opportunity must be provided to all, regardless of race, colour, nationality, ethnic or national origin, gender, gender identity or expression, sexual orientation, age, disability, religion or belief, marital or civil partnership status, or any other characteristic protected by applicable law.

3.3. Health and Safety

Vendors must provide and maintain a safe and healthy working environment for their workforce in compliance with all applicable health and safety laws and regulations in each territory. They shall ensure that all workspaces, equipment, and processes are safe and fit for purpose, that appropriate personal protective equipment is provided and used where necessary, and that appropriate measures are adopted to identify, assess, and mitigate risks to health and safety.

3.4. Corporate Social Responsibility

The Company recognizes the importance of Corporate Social Responsibility (CSR) in fostering ethical, social, and environmental standards throughout its supply chain. While adherence to CSR principles is not a strict legal requirement across jurisdictions, the Company regards the integration of CSR practices as a best practice and a fundamental aspect of responsible business conduct.

Accordingly, vendors are expected to operate in a manner that demonstrates respect for human rights, promotes fair labour practices, minimizes environmental impact, and upholds ethical standards in all business dealings. Vendors are encouraged to adopt and maintain policies and procedures that reflect these values, and to work proactively towards continuous improvement in these areas.

The Company may request information or evidence of a vendor’s CSR initiatives and reserves the right to engage in dialogue regarding the vendor’s approach to social and environmental responsibility. By doing so, the Company and its vendors contribute to the advancement of sustainable and ethical business practices, in line with evolving stakeholder expectations and industry standards.

3.5. Environmental and Governance (ESG) Commitments

The Company recognizes the importance of integrating environmental stewardship and sound governance into its day-to-day operations and long-term strategy. Vendors commit to minimizing their environmental footprint throughout their value chain, adopt sustainable practices and comply with environmental laws.

4. Alterations and Amendments to this Code

The Company reserves the right to amend this Code in accordance with the needs of the business. Any amendment shall become effective upon its publication on the Company's official website. Vendors are responsible for monitoring such updates and ensuring continued compliance within a reasonable timeframe.

Vendors must comply with this Code and with all applicable laws and regulations in the jurisdiction where the relevant Group entity or entities with which the Vendor is contracted operate. The Company may, as circumstances require, adopt additional local measures and procedures to implement this Code in a manner consistent with the relevant operational and regulatory environment.

5. Compliance with the Code 

Potential violations of laws, rules, regulations, internal guidelines or the Code of Conduct should      be reported to the respective corporate reporting channels without delay. The Company reserves the right to audit vendor compliance with the Code, including on-site inspections and access to relevant records. Vendors must cooperate in developing and implementing remediation plans in the event of non-compliance. 

Vendors must ensure awareness of their employees and subcontractors about the Code’s requirements, especially regarding anti-bribery, data privacy, and responsible gaming. Vendors are required to periodically certify their compliance with the Code.

Failure to comply with this Code may result in corrective actions and, at the Company’s discretion, may be considered a breach of the relevant agreement. The company reserves the right to take any necessary steps to protect its reputation, including the right to notify authorities and pursue legal remedies.          

The Company expects all Vendors to uphold the principles and standards outlined in this Vendor Code of Conduct. Vendors are responsible not only for their own compliance but also for ensuring that any subcontractors, agents, or affiliates involved in providing goods or services to the Company understand, follow, and adhere to these standards.

By continuing to do business with the Company, each Vendor confirms and declares its adherence to this Vendor Code of Conduct — such declaration being manifested through the Company's available acknowledgement channels. Thereafter, Vendors accept to be bound by this Code, agree to comply fully with its requirements, and will actively communicate and enforce these standards with their subcontractors, agents, employees, and affiliates.