1. CORPORATE RESPONSIBILITY & SUSTAINABILITY REQUIREMENTS
   • Both Parties represent and warrant to the other that each party, the persons under its control, its Counterparties and its sub-contractors comply with the international and national laws applicable to the Agreement and undertakes to comply with those laws during all the duration of the Agreement (including any possible amendments made to those laws during the term of this Agreement), relating to:
2. human rights and individual fundamental freedoms, in particular, the prohibition of child labour and any other form of forced labour and any type of discrimination as regards staff recruitment or management;
3. embargoes, arms, and drug trafficking, and terrorism (including financing);
4. trade and customs requirements;
5. the health and safety of employees and third parties;
6. employment, immigration and the ban on using undeclared workers;
7. environmental protection;

• Counterparty acknowledges that AOH Limited adheres to certain values and principles designed to ensure that AOH Limited does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (customers, Counterparties, employees, shareholders, investors and community groups). Such principles and values are outlined in the following international standards which are reflected in AOH Limited’s corporate responsibility policies:

1. the United Nations Universal Declaration of Human Rights,
2. the core standards of the International Labour Organization,
3. the Guiding Principles for the implementation of the United Nations “Protect, Respect, Remedy” Framework (“Ruggie Principles”),
4. the UN Global Compact,
5. the UN Principles for Sustainable Insurance,
6. the UN Principles for Responsible Investment,
7. the Task Force on Climate-related Financial Disclosures (TFCD),
8. the Global Deal (OECD),
9. the United Nations-convened Net-Zero Asset Owner Alliance.

• Counterparty hereby undertakes to manage its activities in compliance with:

1. the United Nations Universal Declaration of Human Rights,
2. the core standards of the International Labour Organization, (the ” Core International Standards”).
   • In the event that AOH Limited notifies Counterparty or Counterparty becomes aware that any of its business practices are contrary to the undertakings, representations and warranties provided for by this Clause, Counterparty agrees to remedy the practice in question in cooperation with AOH Limited and notify AOH Limited of the correction it made. In the event Counterparty does not appropriately address the issue in question within the timeframe agreed with AOH Limited or if it commits subsequent violations, AOH Limited may, immediately, terminate this Agreement for material breach without liability of any kind.
   • Within the scope of the vigilance plan established by AOH Limited, the Counterparty undertakes to comply with any reasonable request the AOH Limited may have in relation with the implementation of the measures set out in its vigilance plan.
   • All along the contract duration, AOH Limited may require the Counterparty to realize a non-financial assessment provided by a third-party. The assessment must focus on the environmental, social and governance practices of the Counterparty. If accepted, this assessment will not be required by the AOH Limited more than once every 24 months. In the event that the Counterparty already has a non-financial assessment (dating less than 24 months before on the date of transmission of said proof), the Counterparty can directly submit it to the AOH Limited.

2. Data Privacy

The Counterparty has complied, and is presently in compliance, with AOH Limited’s privacy and security policies and with all obligations under applicable laws and regulations regarding the collection, use, transfer, storage, protection, disposal, or disclosure of personally identifiable information or any other legally protected information collected from or provided by third parties.

3. Information Security

The Counterparty acknowledges that the security and confidentiality of AOH Limited’s Personal Information shall remain a major concern for the Counterparty. As a result, the Counterparty shall take all the necessary measures to protect the confidentiality, security and integrity of AOH Limited’s Personal Information to which it could have access within the performance of the Services.

 If the Counterparty wants to appoint Subcontractors in order to perform the Services in relation with AOH Limited’s Personal Information, the Counterparty shall obtain the prior written consent of AOH Limited. In any case, Subcontractors shall provide equivalent protections to ensure security and confidentiality in relation to AOH Limited’s Personal Information.

The Counterparty represents, warrants, and covenants that the Counterparty has adopted and implemented, and will maintain a comprehensive information security program against accidental loss, destruction, damage, alteration or disclosure, in accordance with AOH Limited’s security standards communicated to the Counterparty.

The Counterparty warrants and covenants to destroy or, if indicated by AOH Limited, to return all electronic and hard-copy materials containing AOH Limited’s Personal Information which the Counterparty is permitted or required to destroy hereunder in a safe and secure manner.

The Counterparty shall not transfer abroad any of AOH Limited’s Personal Information to, including processing, hosting or granting remote access from, abroad without the prior written authorization of AOH Limited.

 Unless agreed otherwise, such  Counterparty’s Information Security Program must incorporate administrative, technical, and physical safeguards: (i) to ensure the confidentiality of Personal Information in the Counterparty’s possession or control; (ii) to protect against any anticipated threats or hazards to the security or integrity of AOH Limited’s Personal Information; (iii) to protect against unauthorized access to or use of AOH Limited’s  Personal Information, including programs to train the Counterparty’s Personnel in safeguarding the same; (iv) to prevent the loss, destruction damage alteration or disclosure of AOH Limited’s Personal Information; and (v) to destroy all electronic and hard-copy materials containing AOH Limited’s Personal Information which Counterparty is permitted or required to destroy hereunder in a safe and secure manner.

The Counterparty shall regularly audit and review the Counterparty’s Information Security Program to ensure its continued effectiveness to safeguard AOH Limited’s Personal Information as required herein and by the applicable law, and determine whether adjustments are necessary in light of circumstances including changes in technology, information systems, new or revised regulations, industry best practices or changing threats or hazards to the AOH Limited’s Personal Information.

The Counterparty shall promptly notify AOH Limited of any material changes to  the Counterparty’s Information Security Program and will promptly answer inquiries from AOH Limited about  the Counterparty’s Information Security Program and provide AOH Limited, on request, with a written copy of its current data security policies and procedures relating to the Counterparty’s Information Security Program and any modifications, additions or amendments thereto, together with such supporting materials including plans, studies, reviews, audits, audit trails or assessments, as AOH Limited may from time to time reasonably request.

4. Operational Resilience
   • Throughout the Term, the Service Provider will implement, maintain and test an appropriate Operational Resilience Program within its organisation. The Operational Resilience Program shall:

1. conform at least to the standards required by any applicable Law or any Regulator, whichever imposes the higher standard;
2. be reviewed at least annually and updated where necessary;
3. tested to ensure the capabilities are in place to recover all technology, operational, financial, human or other resources required to provide the Services to Customer; and
4. include, without limitation, appropriate crisis management, business continuity management and IT service continuity processes developed through consultation with Service Provider’s security department, operational risk department, and any other relevant risk management disciplines.

• Both Parties shall determine the following operational resilience objectives where appropriate:

1. Recovery Time Objective;
2. Recovery Point Objective;
3. Minimum Business Continuity Objective; and
4. Maximum Acceptable Outage, each to be set out in the “Operational Resilience Objectives”.

• Service Provider acknowledges being subject to an obligation of result (ie obligation de résultat) regarding the continuity of the Services provided in accordance with this Agreement. In the event where Service Provider would be prevented from performing totally or partially the Services described in the Agreement, especially in case of interruption or dysfunction of one or several of its sites, including any Force Majeure Event, Service Provider undertakes to notify Customer and to activate the Operational Resilience Program in compliance with the Operational Resilience Objectives above mentioned

• Customer requires an operational resilience self-assessed questionnaire to be completed annually by the Service Provider and the provision of associated necessary documentation and evidence. The Service Provider will revise the Operational Resilience Program to address concerns that Customer raises from time to time to Customer’s reasonable satisfaction.

• Any material deterioration in the standard of Service Provider’s Operational Resilience Program, any failure to test and appropriately maintain Service Provider’s Operational Resilience Program, or any failure to meet the Operational Resilience Objectives specified in the present Section, will constitute a material breach by Service Provider giving Customer the right to terminate this Agreement under Section Term and Termination.

• If Service Provider fails to implement the Operational Resilience Objectives within the agreed timeframe specified , then the Customer reserves the right to activate at its sole discretion the dispositions of Section Alternative Services.

• Upon the occurrence of any Disaster or other event requiring use or invocation of the Service Provider’s Operational Resilience Program, Service Provider will promptly: (i) notify Customer of the Disaster or other event and reasons for invocation; and (ii) restore and maintain Customer’s access to the Services in accordance with the Operational Resilience Program.

5. Ethics & Compliance
   • Anti Bribery
     • Counterparty acknowledges that AOH Limited:

1. Is committed to abide by the applicable laws and regulations prohibiting corruption and influence peddling (together “corruption”); and
2. has implemented and will maintain within its organisation policies, including but not limited to its Group Compliance and Ethics Guide, that prohibit any such actions by its officers, employees, affiliates, agents, subcontractors and any other Third Parties acting on its behalf.

• Corruption can be defined as the act by which a person invested of a specific public or private function, solicits or accepts a gift, offers or promises to perform, delay or omit to perform an act that enters, directly or indirectly, within the scope of its functions.
• Influence peddling can be defined as the solicitation or to approve, at any time, directly or indirectly, offers, promises, donations, gifts or benefits of any kind, for himself or for others, to abuse or have abused his real or supposed influence in order to obtain distinctions, jobs, contracts or any favorable decision from a public authority or administration.
• Counterparty represents, warrants and covenants that, in connection with this Agreement:

1. neither Counterparty, nor its officers, employees, affiliates, agents, Subcontractors, nor any other Third Party acting on its behalf, have committed or will commit any bribery of a AOH Limited’s officer, employee, affiliate, agent Subcontractor, or any other Third Party acting on its behalf; and
2. Counterparty has implemented and will maintain adequate anti-bribery polices and controls in place to prevent and detect bribery throughout its organisation, whether committed by its officers, employees, affiliates, agents, subcontractors, or any other Third Party acting on its behalf.

• In particular, the Counterparty shall refrain from promising, offering, or granting to any person, directly or indirectly, any undue advantage so that such person performs or refrains from performing any act within the scope of its functions in the performance of this contract; or in order to make such person using its real or supposed influence over a Third Party in order to obtain any advantage.

• The Counterparty acknowledges that he did not offer any kind of undue advantage to AOH Limited or to any Third Party to be awarded with the Agreement.

• To the extent permitted by the applicable Law, Counterparty shall notify AOH Limited immediately upon becoming aware or upon becoming reasonably suspicious that an activity carried out in connection with this Agreement has contravened or may have contravened this Section Anti-Bribery or any anti-bribery law or regulation.

• AOH Limited may at any time request evidence of Counterparty’s compliance with its obligations under this Section Ethics and Compliance. To the extent permitted by the applicable Law, the AOH Limited may also at any time request from the Counterparty a list of all gifts and entertainment and any other benefits in excess of 50 Euros (unless another amount is indicated in the Transaction Agreement) cumulatively, offered or provided by or on behalf of the Counterparty to officers, employees, affiliates, agents, Subcontractors, or any other Third Party acting on its behalf in connection with this Agreement.

• If the AOH Limited has reasons to believe that the Counterparty is not complying with the obligations contained in this Section Anti-Bribery, the AOH Limited may suspend the performance of the contract until the Counterparty provides reasonable evidence that it has not committed or is not about to commit a breach. The AOH Limited shall in no event be liable for any damage or loss caused to the Counterparty by the suspension of the Agreement.

• Breach of this Section Anti-Bribery by Counterparty shall be deemed a material breach of this Agreement. AOH Limited may terminate this Agreement with immediate effect upon written notice as of right and without any judicial authorization if during the term of this Agreement the Counterparty:

1. fails to comply with this Section Anti-bribery;
2. fails to comply with any anti-bribery law or regulation even if not connected to this Agreement; or
3. is convicted of an act of bribery.

• To the extent permitted by the applicable law, Counterparty shall notify AOH Limited immediately upon becoming aware or upon becoming reasonably suspicious that an activity carried out in connection with this Agreement has contravened or may have contravened this Section Anti-Bribery or any anti-bribery law or regulation.

• Counterparty authorises the AOH Limited to carry out audits at any time to ensure that the Counterparty complies with its obligations under this Section. In this respect, the Counterparty undertakes to provide the AOH Limited, or any external Counterparty designated by it with all the documents and data necessary for the preparation and performance of the audit and to give it access to any site of the Counterparty or its affiliated companies.

• Conflict of Interest
  • Counterparty shall maintain a process for identifying and managing conflicts of interest to ensure that no explicit or potential conflict of interests jeopardize the interest of AOH Limited. Counterparty shall notify AOH Limited as soon as practicable, or any instructions or directions from AOH Limited, pose a conflict of interest.

• The Counterparty undertakes to declare any potential conflict of interest with AOH Limited.

• Without prejudice to the foregoing, Counterparty shall take such action as is necessary to ensure that any identified conflict of interest is either eliminated or managed to AOH Limited’s satisfaction.

• Whistleblowing
  • In accordance with relevant local laws and regulations, AOH Limited has set up an internal alert system open to the Counterparty. The Counterparty may disclose or report:

1. a crime or offense, a serious and manifest violation of an international engagement duly ratified or approved by France, a serious and manifest breach of a unilateral act of an international organization taken on the basis of such an undertaking, a serious and manifest breach of law or regulation or a serious threat or harm to the general interest, under the condition that the facts disclosed concern AOH Limited and that the natural person has disclosed or reported them disinterestedly and in good faith and is personally aware of the facts disclosed; and
2. the existence or realization of risks or serious abuse or damage of human rights and fundamental freedoms, health and safety of people of the environment, resulting from AOH Limited’s business or that of suppliers or subcontractors with which AOH Limited has an established business relationship, as long as the business of such subcontractors or suppliers is linked to their relationship with AOH Limited.

• Reports must be sent by email to the following address: speak-up@axa.com.

• Ethics and Compliance Program
  • AOH Limited applies the highest standards in terms of ethics and integrity in the conduct of its activities and has notably established a Compliance and Ethics Code and an Anti-corruption Code of Conduct that governs the conditions under which its employees must conduct their activities and their relationships with third parties. In this respect, AOH Limited expects its Counterparties to share the same highest standards.

• Sanctions
  • For purposes of this Agreement, a material breach shall have occurred with respect to either Party (with no grace period or notice requirement except as set forth in this Subsection) if such Party would operate from any countries or through any entity, directly or indirectly, subject to embargo, commercial, administrative, criminal, civil, financial and or economic sanctions in accordance with The Office of Foreign Assets Control (“OFAC”) of the US Department of the Treasury, recommendations of the French Ministry of the Economy, the European Commission and or the Guidelines of sanctions and restrictive measures of the Common Foreign and Security Policy (“CFSP”).

• If a Party is subject to such a material breach (“Defaulting Party”), this Agreement and any Transaction Agreement and all rights granted thereunder may be terminated by the other Party, effective upon delivery of written notice of such termination to the Defaulting Party. In the event of such termination, neither Party shall be relieved of any of its obligations incurred prior to such termination and each Party shall have any and all rights and remedies available to it at law or in equity.

• Limited use of AOH Limited’s logo and AOH Limited’s name
  • Counterparty may not use (namely copy and display) AOH Limited logo and/or AOH’s name without AOH Limited prior express agreement except for limited purpose such as:
    • In connection with publicising that it has secured a partnership with AOH;
    • in marketing or advertising the services covered under the partnership agreement;
    • for use as a success tombstone and in marketing or advertising such success as part of the partner/AOH’s track record.