Third Party Code of Conduct
Introduction
HEADCHECK Health, Inc., together with its subsidiaries and partners (collectively referred to as “HEADCHECK”), is dedicated to maintaining the highest ethical standards and compliance with all relevant laws and regulations in Canada and other regions where HEADCHECK operates or conducts business. In line with this commitment, HEADCHECK requires that all businesses and individuals it engages with also comply with applicable laws. HEADCHECK relies on its business partners—including, but not limited to, suppliers, vendors, distributors, subcontractors, brokers, agents, wholesalers, consultants, third-party administrators, and any other entities acting on HEADCHECK’s behalf (collectively referred to as “Third Parties”)—to uphold the same core values and principles as HEADCHECK. This Third Party Code of Conduct outlines HEADCHECK’s expectations for all Third Parties engaged by HEADCHECK.
Scope
This Third Party Code of Conduct applies to all Third Parties engaged by HEADCHECK. A copy of this Third Party Code of Conduct shall be provided to all Third Parties engaged by HEADCHECK at the time of the engagement or within a reasonable time thereafter. The Code does not cover every issue that may arise but sets out basic principles that must be adhered to in carrying out third party activities on behalf of HEADCHECK.
Standards and Expectations
HEADCHECK expects Third Parties to conduct business with honesty, integrity and in full compliance with all applicable laws and regulations in which they operate. In addition to the obligations that Third Parties assume when acting on HEADCHECK’s behalf in contractual agreements with HEADCHECK, HEADCHECK expects all Third Parties to meet the obligations described below. To the extent more specific terms and conditions are contained in a contractual agreement, the more specific terms and conditions govern. HEADCHECK reserves the right to seek information and documentation from Third Parties to assess compliance with this Third Party Code of Conduct.
1. Conflicts of Interest:
Third parties shall exercise due care and diligence to avoid situations where the third party’s interests may conflict, or be perceived to conflict, with the interests of HEADCHECK. The third party must immediately report to HEADCHECK any instance of actual or perceived conflict of interest. If a conflict of interest exists, the third party must not attempt to gain advantage or preferential treatment as a result of the conflict situation.2. Antitrust and Competition Law:
Third parties shall conduct business on HEADCHECK’s behalf in full compliance with anti‐trust and fair competition laws and regulations applicable in the jurisdictions in which they operate.3. Anti-Money Laundering:
Third parties must not directly or indirectly engage in any money laundering activities, or conduct that violates anti‐money laundering laws by accepting, transferring, converting or concealing money obtained from criminal activities or related to terrorist financing.
4. Anti-Corruption and Anti-Bribery:
HEADCHECK will not tolerate bribery, corruption, extortion, or otherwise inappropriately influence or attempt to influence public officials or others in order to obtain a business advantage or preferential treatments. Third parties must comply with HEADCHECK’s guidelines in their dealings with, or on behalf of, HEADCHECK, and all applicable legislation pertaining to anti‐corruption and anti‐bribery, and must not directly or indirectly engage in any activities that would violate anti‐bribery laws.5. Gifts and Entertainment:
Third parties must not offer or receive gifts, entertainment or anything of value to gain an improper advantage or preferential treatment vis‐à‐vis, or on behalf of, HEADCHECK. Gifts, entertainment and any advantages either given or received in connection with our business must not influence an upcoming decision, must be for a valid business purpose and appropriate to the circumstances under which they are offered, including being legal, unsolicited, considered an accepted business practice and reasonable and modest in terms of value, frequency and quantity.
6. Data Privacy and Security:
Third parties must comply with all applicable Canadian, U.S. and international data privacy, data protection, information security and cybersecurity laws and regulations, including laws and regulations regarding the cross-border transfer of personal information. This includes the maintenance of appropriate procedures, safeguards and controls to secure and protect the confidentiality, integrity and availability of all Confidential Information received from, or processed on behalf of, HEADCHECK.
Third parties must notify HEADCHECK immediately of any compromise or increased risk of compromise of any personal information received from, or processed on behalf of, HEADCHECK. They must also notify HEADCHECK immediately of any complaints or requests received from individuals relating to personal information received from, or processed on behalf of, HEADCHECK.