Partner Code of Conduct

Introduction

Nex Global LLC, trading as Nex Systems (Nex), works with partners who share our commitment to fighting financial crime. Our customers trust us with their compliance, and they will judge Nex by how our partners behave. We therefore hold our partners to the same standards of integrity that we hold ourselves.

This Partner Code of Conduct (the Code) sets out the minimum standards every partner must meet. It forms part of every partner, reseller, referral and supplier agreement with Nex, together with the Anti-Bribery and Corruption Policy, the Sanctions Compliance Statement, the Speak-Up Policy and, for referrers, the Referral Program Policy. Where an agreement sets a stricter standard, the stricter standard applies.

1. Scope

1.1 This Code applies to:

• (a) Authorised Partners, resellers, distributors and integrators;
• (b) referrers under the Referral Program, whether businesses or individuals;
• (c) suppliers, consultants and contractors who act for Nex or have access to Nex systems or Customer Data; and
• (d) the owners, directors, employees, agents and subcontractors of each of them

(each a Partner).

1.2 Partners must make sure that their own staff, agents and subcontractors who work on Nex business know about and follow this Code.

2. Integrity and Legal Compliance

2.1 Comply with the law. Partners must comply with all laws that apply to their business and to their work with Nex, including anti-bribery, anti-money-laundering, sanctions, export control, competition, consumer protection, data protection and tax laws.

2.2 No bribery. Partners must never offer, give, request or accept a bribe, kickback or improper advantage, directly or through others, to win or keep business for Nex or for themselves. This includes sharing referral rewards or commissions with anyone at the customer, or giving customers' staff gifts, hospitality or favours to influence a decision. The Anti-Bribery and Corruption Policy applies in full.

2.3 No cash. Partners must not pay or receive cash, cash equivalents or cryptocurrency in connection with Nex business. All payments must go through traceable bank accounts in the Partner's own name.

2.4 Public officials and public bodies. Partners must not give anything of value to public officials in connection with Nex business, and must not refer or sell to a public body where they or their staff work, or worked in the previous twelve (12) months, for that body. Free services under the Government and NPO Program are offered only by Nex, directly to institutions, under the Government and NPO Program Policy.

2.5 Customer employees. Partners must not refer an organisation that they, or the individual referrer, work for or worked for in the previous twelve (12) months, and must not refer an organisation that has already bought Nex services.

2.6 Sanctions. Partners must not market, sell, refer or provide Nex services to sanctioned persons or in comprehensively sanctioned jurisdictions, and must tell Nex immediately if they or any of their owners become sanctioned.

2.7 Fair competition. Partners must not agree prices, divide markets or rig bids with competitors, and must not obtain competitors' confidential information improperly.

2.8 Conflicts of interest. Partners must disclose to Nex any relationship or interest that could affect their objectivity, such as a family member in a decision-making role at a customer or prospect.

3. Honest Selling, Marketing and Use of the Nex Brand

3.1 Accurate claims. Partners must describe Nex services accurately and only as set out in Nex's Documentation and approved materials. In particular, Partners must not:

• (a) claim that the services, data or AI features are complete, error-free or 100% accurate, or that they guarantee regulatory compliance;
• (b) claim that Nex files reports with authorities for customers, or gives legal or regulatory advice;
• (c) promise features, service levels, prices, discounts, refunds or terms that Nex has not approved in writing;
• (d) claim certifications, regulatory approvals, partnerships or customers that Nex has not confirmed; or
• (e) make false or misleading statements about competitors.

3.2 No authority to bind Nex. Partners are independent businesses. They must not present themselves as Nex employees or agents, and must not sign contracts, make commitments or accept payments for Nex unless a written agreement expressly allows it.

3.3 Brand use. Partners may use Nex names, logos and materials only as permitted in writing and in line with Nex's brand guidelines. They must not register domain names, social media accounts, company names or trademarks that include "Nex" or are confusingly similar.

3.4 Responsible marketing. Marketing must comply with anti-spam, privacy and advertising laws. Partners must not send unsolicited messages in Nex's name, buy contact lists for that purpose, or use misleading tactics.

4. Customer Care, Data Protection and Security

4.1 Customer interests. Partners must treat customers fairly, recommend Nex services only where they suit the customer's needs, and pass customer complaints to Nex promptly.

4.2 Personal data. Partners must collect, use, share and protect personal data lawfully, only for the agreed purpose, and in line with any data processing terms agreed with Nex. They must not share personal data with Nex unless they are allowed to do so.

4.3 Customer Data. Partners with access to Nex systems or Customer Data must access only what they need, follow Nex's security instructions, use multi-factor authentication, and never copy, sell or reuse Customer Data.

4.4 Security incidents. Partners must report any actual or suspected security incident affecting Nex systems, Customer Data or Nex information to security@nex.systems immediately, and in any case within twenty-four (24) hours of becoming aware of it.

5. Confidentiality and Intellectual Property

5.1 Confidential information. Partners must keep confidential all non-public information about Nex, its customers, pricing, products, roadmap, data and technology, use it only for the agreed purpose, and return or destroy it when the relationship ends.

5.2 Intellectual property. Partners must respect Nex's intellectual property and must not copy, reverse engineer, scrape, resell or create derivative works from Nex software, data or materials, except as expressly allowed in writing.

5.3 Third-party rights. Partners must not use pirated software or infringe anyone else's intellectual property in their work with Nex.

6. People, Human Rights and the Environment

6.1 Human rights. Partners must respect internationally recognised human rights, in line with the UN Guiding Principles on Business and Human Rights.

6.2 Fair labour. Partners must not use forced, bonded, trafficked or child labour, must pay at least the legal minimum wage, respect lawful working hours, and allow workers to keep their identity documents. Nex's Modern Slavery Statement applies.

6.3 Respect and safety. Partners must provide a safe workplace, free of harassment, discrimination, bullying and violence.

6.4 Environment. Partners are encouraged to reduce their environmental impact, including by working digitally, as Nex does.

7. Records, Audit and Monitoring

7.1 Records. Partners must keep accurate and complete books and records of all transactions connected with Nex business, including payments, referrals, customer communications and expenses, for at least five (5) years.

7.2 Due diligence. Partners must cooperate with Nex's due diligence, including identity verification through valid means, ownership information, and sanctions and adverse-media screening, both before and during the relationship. They must tell Nex promptly of any material change, such as a change of ownership or an investigation.

7.3 Audit. On reasonable notice, Partners must allow Nex, or an independent auditor appointed by Nex, to review their records and compliance with this Code, and must answer compliance questionnaires and certifications that Nex reasonably requests.

7.4 Training. Partners must complete any compliance training that Nex reasonably requires.

8. Reporting, Consequences and Acknowledgement

8.1 Speak up. Partners must report any actual or suspected breach of this Code, by themselves, by Nex staff or by others, to compliance@nex.systems. Concerns may be raised anonymously and are protected under the Speak-Up Policy. Nex will not tolerate retaliation against anyone who reports in good faith.

8.2 Consequences of a breach. If a Partner breaches this Code, Nex may, without liability and in addition to any other right:

• (a) suspend the Partner's access, referral links, rewards, commissions and payments;
• (b) recover rewards, commissions or discounts already paid in connection with the breach;
• (c) terminate the Partner agreement and any related order with immediate effect;
• (d) require the Partner to stop using Nex's name, brand and materials; and
• (e) report the matter to the competent authorities.

8.3 Indemnity. Partners are responsible for, and will compensate Nex for, any loss, fine or claim arising from their breach of this Code, to the extent set out in their agreement with Nex.

8.4 Acknowledgement. Each Partner must confirm in writing, when it joins and when Nex asks, that it has read, understood and will comply with this Code.

8.5 Changes. Nex may update this Code by publishing a revised version at nex.systems/legal, and the updated Code applies from publication.

8.6 Contact. Questions and reports: compliance@nex.systems. Contractual notices: legal@nex.systems. Nex Global LLC, trading as Nex Systems, Wyoming, United States.