Cost of Ethics

Date: 16th October 2024

Message from Tom Lorimer, our Founder and CEO

At Passion Lab we take great pride in the way we conduct our business and the contribution we make to the communities in which we live and work. We also take great pride in our culture of integrity and high ethical standards that are central to how we do business. Passion Lab is a nimble, early-stage startup that has successfully secured initial seed funding from a small group of investors. Backed by this community of supportive investors, Passion Lab aims to innovate within its AI niche, demonstrating the potential for scalable growth while maintaining the agility and customer-centric approach characteristic of small, private enterprises.

Our Code of Ethics explains the core standards and policies under which we operate. It describes how we should conduct ourselves in our work and marketplaces, and recognises our commitment to the environment and communities in which we operate. It also describes how each of us should handle various legal and ethical matters.

Please take the time to read this Code, understand it and use it to guide you in your work. This will help us ensure all our actions are in the best interests of our organisation and our customers.

I also urge you to raise concerns and report any situations where you believe the Code may have been breached. Retaliation against anyone who speaks up will not be tolerated.

Our behaviour defines our reputation. I am confident that together we will ensure we continue to meet the high standards expected of a leading member of the business community.

Our Business Values

We are committed to achieving our business goals in an open, honest, ethical and principled way. Doing business with integrity is embedded in our culture and we strive to do the right thing.

We will:

support the United Nations Global Compact, a voluntary corporate responsibility initiative intended to protect human rights, encourage fair and non-discriminatory employment practices, promote the care of the environment and eliminate corruption; and
strive to do business with customers, suppliers and stakeholders who operate ethically and align with our values of inclusion and diversity. We are committed to complying with all applicable laws and regulations.

Our Commitments

We will

hold everyone to the same standards of behaviour, regardless of their position within the organisation; • provide policies, training and resources to guide the organisation and our staff;
enable a culture where people feel comfortable to ask questions, speak up and report concerns;
listen to concerns that may be raised and act on them in a fair and timely manner; and
ensure there is no retaliation for raising concerns.

Our Code of Ethics

This Code of Ethics aims to help you understand and follow the basic ethics and compliance rules that apply to your role. It also provides guidance on when and how to raise questions or concerns. It applies to every member of our team.

The Code reflects our commitment to act ethically, legally and in good faith. It does not describe every law and policy that might apply to every situation and you must follow any additional business or compliance policies that apply to you.

You are responsible for reading and complying with the Code and performing your work ethically. If you breach the Code or other policies, you may be subject to disciplinary action, including dismissal. We also may refer serious matters to public authorities for possible prosecution.

You should raise questions about the Code with me. It is usually best to raise questions about specific situations as they arise and before taking action that potentially might breach any applicable law, this Code or another company policy.

The Code is not an employment contract. It is subject to, and does not change the terms of, any existing employment contract.

The Directors are responsible for the final interpretation of the Code, and may revise the Code at any time.

General Principles

Passion Lab and its employees will at all times demonstrate the highest levels of integrity, truthfulness, and honesty in order to uphold both personal and corporate reputations and to inspire confidence and trust in their respective actions. Passion Lab will conduct its business in a competent, fair, impartial, and efficient manner.

Health and Safety

Passion Lab is committed to providing a safe and healthy working environment for all of its employees both on and off its sites. Passion Lab applies its standards to all visitors to its sites.

Environment

Passion Lab respects the environment and the need to protect it and minimise the impact its operations have on it. It is engaged in a continuous programme of improvement on environmental issues and opens itself to independent third party verification, inspection, and certification of its progress.

Employees

All employees are treated with dignity and respect with equal employment opportunities given to all. Employees are offered a safe and healthy workplace. Passion Lab will not tolerate any form of harassment or discrimination.

Conflicts of Interest

All directors and employees have an obligation to act in the best interests of Passion Lab and in accordance with its constitution and policies. Conflicts of interests may arise where an individual’s business, personal or family interests or loyalties conflict with those of Passion Lab.

Such conflicts may create problems; they can:

Inhibit free discussion
Result in decisions or actions that are not in the interests of Passion Lab; and
Risk the impression that Passion Lab has acted improperly

For this reason all Directors and employees should declare any conflicts or potential conflicts of interest. If Passion Lab is proposing to enter into a transaction or arrangement, and a shareholder or employee has a direct or indirect interest in that transaction or arrangement, he must declare that interest to the Board.

Customers

Passion Lab will take all reasonable care to avoid misleading statements, concealment or overstatement in all of its advertising and public statements. It will seek to build long term partnerships with its customers by being honest and straightforward in its dealings at all times. It will respect the confidentiality of any information it may obtain in relation to its customers.

Suppliers

Suppliers will be chosen on the basis of factors such as price, quality, delivery, service, and integrity. Passion Lab’s choice of suppliers will be made objectively. Honesty and openness will be paramount in Passion Lab’s dealings with its suppliers. Our suppliers and contractors are also asked to comply with key elements of this Code through our Supplier Code of Conduct.

Competitors

Passion Lab will build its reputation on the basis of its performance alone. It will compete vigorously, lawfully and in good faith and will not compete unfairly with others. It will not seek to damage the reputation of its competitors either directly or by implication.

Government, Regulators, and Legislators

Passion Lab will seek to comply with all international, national, and local legislation affecting its operations. It will strive to follow the best practice in corporate governance. It will meet its tax obligations. It will not make any financial contributions or offer support to any political party.

Your Responsibilities

You must:

read this Code of Ethics and understand how it applies to your role; • follow the compliance and ethics rules described in the Code;
be aware of and follow additional policies and laws that apply to your specific business, location or role;
ask questions if you are not sure how the Code applies to a particular situation or decision that you are facing; and
report any breaches or suspected breaches you believe may have occurred.

By reading and following the Code, raising questions and reporting any illegal or unethical conduct, you are helping us to abide by our high ethical standards and our commitment to comply with the law.

If you are a people manager, you must also:

demonstrate ethical behaviour;
make sure the people you manage are aware of the existence of this Code and understand their responsibilities under it;
exercise proper oversight of business activities; • ensure your team members complete all required ethics and compliance training;
be approachable and open to team members and colleagues reporting concerns;
listen to and act promptly on reports of concerns; and
never retaliate against someone for reporting a concern.

Reporting Concerns

We investigate suspected breaches of the Code promptly and take appropriate remedial actions when breaches are discovered. This is important to protect staff, preserve our reputation, and avoid legal exposure.

If you know or suspect anyone has breached the Code or otherwise acted unethically or illegally, it is important that you report your concerns promptly to me.

It is important to report breaches regardless of the identity or position of the person involved.

We prefer you to identify yourself if you report a suspected breach. However, we recognise that in some cases you may feel it necessary to remain anonymous. We will not disclose the identity of anyone who reports a suspected breach or who participates in a related investigation unless:

the person submitting the report authorises disclosure;

disclosure is required by law; or

disclosure is necessary to properly investigate the matter.

Retaliation in any form against an individual who sincerely believes a breach of the Code or law may have occurred and reports it, even if the report is mistaken, or who assists in the investigation of a reported breach, is itself a breach of the Code. Any member of staff responsible for any such retaliation will be subject to disciplinary action, including termination.

Sincerely,

Tom Lorimer
Director
Passion Lab Ltd
October 2024

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