Third Party Code of Conduct

 INTRODUCTION

Nuvei Corporation and its affiliates (“Nuvei” or the “Company”) has a reputation for integrity and ethical business conduct, enabling us to build and maintain the confidence, respect and trust of our business partners, customers, shareholders, employees, and communities where we are present. Our responsible management philosophy not only applies to our own conduct as a company, but also extends to the behaviour of third parties with whom we conduct business, including suppliers, consultants, contractors, agents, intermediaries, representatives, advisors and other business partners, as well as their respective employees and permitted subcontractors (each, a “Third Party” and collectively referred to as “Third Parties”).

This Third Party Code of Conduct (the “Code”) sets out the expectations we have of Third Parties, including their employees and sub‐contractors working on their behalf, in their dealings with, or on behalf of, Nuvei. Third Parties are expected to conduct their activities in accordance with the highest legal, ethical, and professional standards, and in a manner consistent with our values and responsible management philosophy. Third Parties with whom we do business should carefully read and understand the Code and must agree to abide by its requirements as a condition of doing business with Nuvei, or demonstrate that the Third Party has a comparable written code of conduct that is substantially similar to this Code and provide such code of conduct to Nuvei.

APPLICABILITY

The Code does not purport to cover every issue that may arise but instead sets out basic principles that must be adhered to by all Third Parties who supply goods to or perform services for or on behalf of Nuvei. The Code supplements and forms part of the agreement between Nuvei and the Third Party. In the event of any conflict between the policies in the Code and the terms of the agreement, the agreement shall prevail.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Third Parties must respect and adhere to the laws, rules and regulations of the cities, states and countries applicable to their operations, including without limitation, the activities they are conducting for or on Nuvei’s behalf.  Where this Code requires Third Parties to meet a higher standard than set out by law, rule or regulation, Third Parties shall meet such higher standards.

If a law conflicts with a policy in this Code, Third Parties must comply with the law. If a local custom or policy conflicts with this Code, Third Parties must comply with this Code.

CONFLICTS OF INTEREST

Third Parties shall exercise due care and diligence to avoid situations where the Third Party’s interests or the interests of the Third Party’s clients and customers may conflict, or be perceived to conflict, with the interests of the Company.

The Third Party must immediately report to the Company 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.

Any relationship between a Third Party and Nuvei personnel (or a family member or friend of Nuvei personnel) that could involve a financial benefit or other competing interest must be disclosed to Ethics@nuvei.com.

COMPETITION AND FAIR DEALING

Third Parties should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. Third Parties should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other illegal trade practice. Third Parties should welcome fair and ethical competition in the market and should never employ unethical or illegal practices to collect competitive intelligence, make public statements in the marketplace, or behave disrespectfully towards competitors.

No Third Parties are permitted to engage in price-fixing, bid-rigging, allocation of markets or customers, or similar illegal activities.

COMPLIANCE WITH ANTI-BRIBERY AND CORRUPTION LAWS

Nuvei has zero tolerance for bribery and corruption in its business dealings, regardless of who is involved or where in the world it occurs.

Globally, many countries have adopted and enforced laws prohibiting the payment of bribes for the purpose of obtaining or retaining business opportunities.  Nuvei is committed to ensuring that its Third Parties and those who do work on its behalf do not violate anti-corruption and bribery laws.

In order for activities of Nuvei and its Third Parties to comply with the law:

• Third Parties must conduct business in compliance with the highest professional and ethical standards and in compliance with the relevant laws of the country in which they operate.
• Third Parties must not give, offer or receive any money, gift or item of nominal value which could affect the outcome of any business decision or act as a reward for a favorable act or exercise of influence.
• Nuvei funds must not be used for any unlawful, improper or unethical purpose.
• Third Parties must not pay, give or receive any money, gift or items of nominal value in return for unlawful, improper or unethical conduct.
• All payments made and received in the course of business with or on behalf of Nuvei must be properly documented and be auditable.
• “Money, gift, or item of value” includes, but is not limited to, cash or cash equivalents, gifts, meals, entertainment, travel, lodging, discounts, services, employment  opportunities, or charitable contributions.

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, the Company. 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 modest and nominal in terms of value, frequency and quantity.

ENVIRONMENTAL RESPONSIBILITY

Nuvei considers environmental responsibility integral to delivering its services and solutions that create shareholder and community value. Nuvei requires Third Parties to demonstrate a commitment to responsible environmental stewardship, including:

1) Compliance with Environmental Laws

Third Parties must ensure that personnel are trained and qualified to perform their work functions in an environmentally responsible manner while performing services on Nuvei’s behalf. At a minimum, Third Parties must obtain all necessary environmental permits, and comply with all environmental laws and requirements, including those relating to: 

(a) managing and disposing of hazardous materials;  
(b) releasing contaminants in air, soil or water;  
(c) protecting natural resources, wildlife and wetlands; and  
(d) recycling.  

2) Commitment to Pollution Prevention and Resource Reduction 

Third Parties should aim to reduce, eliminate or prevent waste by conserving materials and modifying their production or maintenance or facility processes. Third Parties must also work to reduce the volume and toxicity of products throughout the life cycle.  

3) Environmental Consideration in Business Decision-making 

Third Parties must work with their own subcontractors and third parties to assess and address environmental and sustainability issues within their supply chains.  

HUMAN RIGHTS AND ANTI-SLAVERY EXPECTATIONS

Nuvei is committed to conducting business responsibly, ethically, and in alignment with international human rights standards. Nuvei reserves the right to conduct due diligence on any Third Party in relation to applicable human rights and anti-modern-slavery laws to which either party maybe subject. Selected Third Parties must cooperate fully with this process which may include completing a due diligence questionnaire, evidencing compliance with applicable laws, demonstrating alignment with Nuvei’s standards, and providing documentation on corporate structure, operations, geography labor practices, and supply chains.

Third Parties must comply with all applicable national and international laws concerning anti-modern slavery and labor laws and standards. Nuvei’s agreements require such compliance, and failure to do so may result in remediation measures or termination of the relationship.

Nuvei monitors sectors and geographies for elevated modern slavery risks. If a Third Party is flagged, Nuvei may conduct a risk assessment to determine appropriate mitigation or remediation steps, including corrective actions or termination of the relationship.

Third Parties are expected to act in good faith, provide accurate information, and cooperate with Nuvei’s compliance efforts to improve labor conditions and address identified risks.

DISCRIMINATION, HARASSMENT, WORKING CONDITIONS

Nuvei is firmly committed to providing equal opportunity in all aspects of employment and Third Parties shall not engage in or permit any illegal discrimination or harassment based on race, color, religion, sex (including gender, pregnancy, sexual orientation, and gender identity), age, physical or mental disability, service in the uniformed services (past, current or prospective), genetic information, national origin or any other protected class. Third Parties must use reasonable efforts to prevent an actual or appearance of a hostile workplace and must comply with all applicable local laws related to fair treatment and nondiscrimination of its personnel.

Third Parties shall treat workers with respect and dignity. Third Parties shall not subject workers to corporal punishment, or physical, verbal, sexual, or psychological abuse or harassment. Third Parties must not condone or tolerate such behavior by their employees, suppliers and subcontractors.

Health and safety is of prime importance to Nuvei. Third Parties shall provide a safe, healthy, and sanitary working environment and comply with all applicable health and safety laws and any other relevant laws where it operates. Third Parties must take appropriate action to prevent occupational illnesses and work‐related accidents.

Third Parties must have appropriate emergency response procedures in place in the case of emergencies that affect the workplace or the well-being of workers.

Third Parties must compensate all workers with wages, including overtime premiums, and benefits that at a minimum meet the higher of:(a) the minimum wage and benefits established by applicable law; (b) collective agreements; (c) industry standards; and (d) an amount sufficient to cover basic living requirements. Except as allowed under applicable law, Third Parties must not make deductions from wages to discipline workers.

Third Parties must also comply with all applicable laws regarding: (i) the number of hours its personnel work, (ii) overtime pay, (iii) child labour laws, (iv) attendance and break times, (v) recordkeeping and (vi)any other requirements required for its personnel as it pertains to applicable fair labour standards and laws.

CONFIDENTIALITY

Third Parties must protect the confidentiality, privacy and security of the Company’s information, including any employee information and information created by the Third Party on our behalf, in accordance with applicable privacy legislation and with the relevant contractual agreements (non-disclosure agreements and confidentiality provisions) and must have appropriate policies and procedures in place to ensure they comply with this requirement. Third Parties must report promptly to the Company any actual or suspected disclosure or loss of any personal or confidential information of the Company, its employees, advisors, or other third parties.

PROTECTION AND PROPER USE OF COMPANY ASSETS

All Third Parties should use reasonable efforts to protect the Company’s assets and ensure appropriate use. Company assets should only be used for legitimate Company purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets must not be used for non-Company business.

INTELLECTUAL PROPERTY AND SECURITY

Third Parties must respect and protect Nuvei’s intellectual property (IP) and confidential information. Any transfer, access, or use of Nuvei’s IP must be limited to what is strictly necessary for the performance of services and must be subject to appropriate safeguards, including confidentiality undertakings and technical controls. Reverse engineering, decompilation, or unauthorized disclosure or use of Nuvei’s IP is strictly prohibited. Any transfer of technology or data must be conducted in a manner that safeguards Nuvei’s proprietary rights and sensitive information. Third Parties are required to implement appropriate technical and organizational measures to ensure that all confidential, sensitive, and personal data, whether belonging to Nuvei, its customers, employees, or other stakeholders, is accessed only by authorized personnel, used solely for legitimate business purposes, and securely stored and disposed of when no longer required.

Third Parties must comply with all applicable privacy and information security laws and regulations when collecting, processing, storing, transmitting, or sharing personal data. Personal data must be obtained lawfully, with appropriate consent where required, and used only in ways permitted by applicable law.

Third Parties must act responsibly when accessing Nuvei’s IT systems and must promptly report any actual or suspected data breach, unauthorized access, or misuse of Nuvei’s information or systems.

ARTIFICIAL INTELLIGENCE (AI)

Nuvei supports the responsible use of artificial intelligence (AI) to enhance business operations and service delivery. Third Parties shall not use any AI technologies, including generative AI, in the performance of services or in the processing of confidential information without Nuvei’s prior written consent. Any approved use must be transparent, secure, unbiased, and compliant with applicable laws. Third Parties shall ensure appropriate human oversight and provide documentation explaining the AI system's logic and outputs upon request. Third Parties must not use Nuvei data to train AI models unless expressly authorized in writing. AI systems must be deployed ethically and with safeguards to prevent bias, discrimination, or harm. Third Parties are expected to maintain appropriate controls to monitor, audit, and mitigate risks associated with AI use and must disclose to Nuvei any AI tools used in connection with Nuvei services. Nuvei reserves the right to reasonably audit the use of AI technologies by Third Parties to ensure compliance with these standards.

BUSINESS CONTINUITY AND OPERATIONAL RESILIENCE

Third Parties providing critical services must maintain adequate business continuity and disaster recovery plans to ensure the uninterrupted delivery of products and services that support or impact Nuvei.  These plans should identify critical functions, outline procedures for responding to disruptions, and be tested regularly to ensure effectiveness. Third Parties are expected to proactively manage risks to their operations, including those within their own supply chains, and maintain the ability to recover systems and data within agreed timeframes.

In the event of a significant incident or disruption (including but not limited to, cyber incidents, or system outages), Third Parties must notify Nuvei promptly and provide relevant details regarding impact and recovery efforts.  

DISCLOSURE OF INFORMATION

All business dealings should be performed with transparency and accurately reflected on Third Party’s business books and records. Information regarding participant labour, health and safety, environmental practices, business activities, structure, financial situation and performance is to be disclosed in accordance with applicable regulations and prevailing industry practices.

COMPLIANCE PROCEDURES

Nuvei expects Third Parties to conduct appropriate and reasonable due diligence to ensure that their operations are compliant with this Code. By entering into a business relationship with Nuvei, Third Parties commit to adhere to the minimum standards set out in the Code, Third Parties commit that all existing and future agreements and business relationships with the Company will be subject to the provisions of the Code. By entering into a business relationship with Nuvei, Third Parties are committing to comply with the abovementioned minimum standards is not intended to and does not, in anyway, constitute a contractual arrangement or an assurance of continued relationship or create any rights in any Third Party.  

Upon entering into an agreement with the Company, each Third Party has a duty to report promptly any non‐compliance with the Code.

Third Parties are expected to provide their employees with mechanisms to report violations or potential violations of this Code, the Third Parties’ own internal policies and standards of conduct, or any applicable law, rule or regulation, without fear of reprisal. Any violation or potential violation relating to work performed for, or on behalf of, the Company must be reported in accordance with the procedures set out in Nuvei’s Whistleblower Policy.

Any questions regarding the Code and its application or interpretation should be directed to the Company’s Procurement department, as appropriate.

AUDITS AND ASSESSMENTS

This Code sets out audit standards that Nuvei may use to determine whether the Third Party is meeting the requirements set out in this Code.

Nuvei may in its discretion conduct inspections of the Third Party to confirm compliance with this Code and the law. Nuvei has no obligation to conduct inspections.

Third Parties shall perform periodic evaluations of their facilities and operations, and the facilities and operations of their subcontractors and next-tier suppliers to ensure compliance with this Code and the law.

REPORTING VIOLATIONS

Third Parties must promptly report any actual or suspected violations of this Code. Reports may be submitted directly to the Third Party's key business contact at Nuvei, or, where preferred, through Nuvei’s confidential and anonymous third-party reporting channel, the Ethics and Compliance Hotline, available at http://nuvei.ethicspoint.com. Reports may also be submitted to Nuvei’s Whistleblowing Officer or in accordance with the procedures outlined in Nuvei’s Whistleblower Policy.

Nuvei strictly prohibits retaliation or disciplinary action against any individual who, in good faith, reports a concern, seeks guidance, or cooperates in an investigation related to this Code.

POLICY REVIEW AND MAINTENANCE

This Code will be reviewed by Nuvei’s Global Head of Procurement and approved annually to ensure continued relevance and effectiveness.