Supplier Code of Conduct

Think Hire Supplier Code of Conduct

Introduction

This Supplier Code of Conduct (“Code”) sets out the minimum standards and requirements that all suppliers and service providers (each a “Supplier”) to Think Hire Limited and/or any of its affiliates (collectively, “Think Hire”) must adhere to as a condition of doing business with Think Hire.

Think Hire is committed to conducting its business ethically, responsibly, and in compliance with all applicable laws and regulations. The Supplier is expected to share these commitments and ensure that its own operations, as well as those of its agents and contractors, meet the standards set out in this Code.

Scope and application

All Suppliers are expected to meet the requirements of this Code in order to supply goods or services to Think Hire. This requirement is incorporated into our contractual arrangements with Suppliers.

Additionally, Suppliers should:

(a) take steps to ensure that all Supplier Personnel and contractors understand and adhere to the requirements of this Code, including (where appropriate in terms of the nature of supplier and the goods or services provided) maintaining adequate policies, procedures, training and support; and

(b) promote adherence to the requirements of this Code within their own supply chain by making it available to their own new and existing contractors.

Compliance

We recognise that some Suppliers may face legitimate challenges in immediately meeting every requirement of this Code. Our ultimate goal is to drive continuous improvement of standards within our supply chain, and we are committed to working with our Suppliers over time to help them achieve compliance with the requirements of this Code.

If there is a serious, material, persistent and/or ongoing non-compliance to this Code, or where a Supplier otherwise fails to demonstrate, in Think Hire’s opinion, adequate commitment to compliance with this Code, or the Supplier fails to demonstrate adequate action or efforts to improve its standards so as to comply with this Code, then Think Hire reserves the right to terminate its business relationship with the Supplier (and any contracts entered into or associated with it).

Minimum expected standards of conduct

The Supplier shall apply the following good business principles when working with Think Hire:

(a) to safeguard the health, safety and welfare of all of those involved in, or affected by, any of its activities in connection with its engagement with Think Hire;

(b) discharge its obligations and duties in a responsible manner, in line with internal policies, and by complying with all applicable laws and regulations, including those relating to health and safety and the environment;

(c) be courteous and sensitive in how it and any director, officer, worker, employee, contractor, consultant or other person engaged by the Supplier undertaking works, performing services or providing goods in connection with the Supplier’s engagement with Think Hire (“Supplier Personnel”) behave, interact and work with Think Hire and any third parties;

(d) to procure goods, works and services responsibly, sustainably and ethically, as well as providing the best value;

(e) to commit to ensuring that fair contract prices and terms are applied and respected;

(f) to recognise moral and ethical responsibility to do all that it can to ensure that its supply chain is slavery free;

(g) to act professionally, fairly and with integrity in all dealings and relationships. The Supplier undertakes that in performing its obligations in connection with its engagement with Think Hire it shall ensure that Supplier Personnel, will not offer, promise to pay to anyone, or request, agree to accept, or receive bribes, or otherwise breach applicable laws relating to bribery and corruption;

(h) to act honestly and with integrity in all its dealings with Think Hire;

(i) to promote equal opportunities, and to treat people with fairness, dignity and respect;

(j) to not tolerate or condone any form of discrimination;

(k) to be objective, and justify any decisions made;

(l) to avoid any situation which could lead to a conflict of interest;

(m) to commit to the highest standards of quality, probity, openness and accountability; and

(n) to understand the need to treat personal information about individuals in accordance with their rights and in line with regulations including the applicable data protection legislation. Any and all information will be held and stored securely, and it will be retained for a specified period of time and only used for the purpose for which it was originally collected.

1. Anti-Bribery and Corruption

The Supplier must conduct all business dealings with integrity and in compliance with all applicable anti-bribery and anti-corruption laws and regulations. The Supplier must not, directly or indirectly, offer, give, solicit, or accept any bribe, kickback, or other improper payment or advantage to or from any person or organisation, including public officials, in connection with Think Hire’s business.

The Supplier undertakes that it has not and will not and that its directors, officers and employees have not and will not engage in any criminal activity, extortion, fraud, deception, collusion, cartels, abuse of power, embezzlement, trading in influence, money laundering and/or similar capacity including, without limitation, any activity, practice and/or conduct which would constitute an offence under sections 1, 2 and/or 6 of the Bribery Act 2010 (as amended from time to time) (“Corrupt Activity”).

In particular, the Supplier confirms that:

(a) it will comply with Think Hire’s Anti-Bribery and Corruption policy (as may be updated from time to time) and all applicable laws and regulations relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 with a view to preventing any engagement in Corrupt Activity;

(b) it has and will maintain in place throughout the term of its engagement with Think Hire its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with this Code;

(c) it will promptly report to Think Hire any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of its engagement with Think Hire;

(d) it will provide such evidence of compliance with this Code as Think Hire may reasonably request from time to time;

(e) it will ensure that any person associated with the Supplier is undertaking works, performing services or providing goods in connection with its engagement with Think Hire does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed in this Code. The Supplier shall be responsible for the observance and performance by such persons of the relevant terms, and shall be directly liable to Think Hire for any breach by such persons of any of the relevant terms;

(f) it has not committed any activity that would amount to a breach of this Code or any applicable laws and regulations relating to anti-bribery and anti-corruption or Think Hire’s Anti-Bribery and Corruption policy (as may be updated from time to time); and

(g) Supplier Personnel are aware of the requirements of this Code and the Supplier has provided adequate training to its staff and employees to ensure compliance with it.

The Supplier further undertakes that it shall not do or procure the doing of any acts mentioned in the above while its engagement with Think Hire remains in place or is enforceable between the Supplier and Think Hire.

The Supplier acknowledges that any breach of this section of the Code relating to Anti-Bribery and Corruption shall entitle Think Hire to terminate any engagement Think Hire has with the Supplier immediately on Think Hire giving the Supplier notice in writing.

2. Modern Slavery

The Supplier must not use or tolerate any form of forced labour, child labour, human trafficking, or any other form of modern slavery in their operations or supply chains. The Supplier must comply with all applicable laws relating to employment, working conditions, and human rights, and must take proactive steps to ensure that modern slavery does not occur within its own operations or those of its agents or contractors.

The Supplier undertakes that in performing its obligations in connection with any engagement with Think Hire it shall, and shall ensure that Supplier Personnel undertaking works, performing services or providing goods in connection with its engagement shall comply with the legislation referred to in Section 54 of the Modern Slavery Act 2015.

The Supplier confirms that:

(a) it has not and will not and shall procure that the Supplier Personnel will not engage in any activity which would amount to a breach of the legislation referred to in Section 54 of the Modern Slavery Act 2015;

(b) it will maintain in place throughout the term of its engagement with Think Hire its own policies, including adequate procedures under the Modern Slavery Act 2015 to ensure compliance, and shall enforce them where appropriate and shall ensure that any person associated with it who is undertaking works, performing services or providing goods in connection with its engagement with Think Hire does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier under this Code. The Supplier confirms it shall be responsible for the observance and performance by such persons of such terms, and shall be directly liable to Think Hire for any breach by such persons of any of such terms;

(c) if its business has a turnover in excess of thirty six million pounds sterling (£36,000,000) (as such threshold may be amended pursuant to the Modern Slavery Act 2015) it has published a slavery and human trafficking statement in accordance with Section 54 of the Modern Slavery Act 2015;

(d) it shall promptly report to Think Hire any actual or potential breaches of its obligations under the Code and/or any suspected slavery or human trafficking in a supply chain which has a connection with the services, works or materials being provided to the Supplier under any engagement with Think Hire; and

(e) it grants to Think Hire a right to audit and request evidence of compliance with these obligations as Think Hire may reasonably request from time to time and shall take all reasonable and necessary steps to comply in a timely manner with all such requests.

The Supplier acknowledges that any breach of this section of the Code relating to modern slavery shall entitle Think Hire to terminate any engagement Think Hire has with the Supplier immediately on Think Hire giving the Supplier notice in writing.

3. Economic Sanctions

The Supplier must comply with all applicable sanctions, export control, and trade restriction laws and regulations. The Supplier must not supply goods or services to Think Hire that are subject to any applicable sanctions or export restrictions, and must not engage in any activity that would cause Think Hire to be in breach of such laws.

In this Code, “Economic Sanctions” means any sanctions administered by HM Treasury, US Department of Treasury and any similar sanctions imposed by the European Union, the United Nations and any other equivalent body (governmental or otherwise) and any applicable law or regulation.

The Supplier confirms that:

(a) neither it nor any of the Supplier Personnel or any of its or affiliates is:

(i) currently subject to any Economic Sanctions; or

(ii) aware of or has taken any action, directly or indirectly, that could result in a breach of any Economic Sanctions;

(b) it conducts and has conducted its business in compliance with Economic Sanctions and has instituted and maintains policies and procedures designed to ensure continued compliance with Economic Sanctions;

(c) it will promptly notify Think Hire in writing together with all relevant details if it is unable to perform its obligations or duties as a result of the imposition of Economic Sanctions against a country or person or the addition of a good or service to a list of sanctioned goods or services under an applicable Economic Sanctions regime; and

(d) following notification in accordance with paragraph (c) above, it will work with Think Hire to agree, within a reasonable period, a practical solution to permit continuity of the relevant obligations or duties in a manner that is compliant with Economic Sanctions.

If Think Hire is notified or becomes aware of circumstances under which the Supplier or any of the Supplier Personnel has exposed or may, in its opinion, expose it or any of its affiliates to the risk of being or becoming subject to any Economic Sanctions, the Supplier shall, if Think Hire requires, engage with it to agree a practical solution to permit continuity of the relevant obligations or duties in a manner that is compliant with Economic Sanctions.

If the parties do not agree a practical solution within 14 days of receipt of notification under paragraph (c) or within 14 days of Think Hire becoming aware, Think Hire may terminate any engagement Think Hire has with the Supplier immediately on Think Hire giving the Supplier notice in writing.

4. Applicable Industry Standards

Suppliers must comply with all applicable industry standards, laws, and regulations relevant to the goods and services they provide. This includes, but is not limited to, standards relating to health and safety, environmental protection, and product quality.

Conflicts of interest

Suppliers are required to avoid conflicts of interest in their business dealings and to operate with full transparency with respect to any circumstances where a conflict does, or may, arise.

As such, Suppliers must:

(a) avoid situations where their personal and/or commercial interests, or the interests of Supplier Personnel may, or may appear to, conflict with the interests of Think Hire; and

(b) notify Think Hire of any situation that is, or may be seen as, an actual or potential conflict of interest as soon as the conflict arises, and to inform Think Hire how it is being managed.

These provisions are not intended to prevent Suppliers dealing with Think Hire's competitors where it is legitimate and appropriate for them to do so.

5. Environmental Responsibilities

Suppliers are expected to operate in an environmentally responsible manner, minimising their environmental impact and promoting sustainable practices. Suppliers must respect the rights and welfare of Supplier Personnel and communities, and conduct their business in a manner that upholds high standards of corporate governance, transparency, and ethical conduct.

As such, Suppliers must:

(a) ensure their operations comply with all applicable environmental laws, including laws and international treaties relating to (but not limited to) climate change, waste disposal, emissions, discharges and the handling of hazardous and toxic materials;

(b) ensure the goods they manufacture (including the inputs and components that they incorporate into its goods) comply with all applicable environmental laws and treaties;

(d) hold a current ISO 14001 accreditation in respect of their environmental management system; and

(e) continually seek to minimise the impact of their operations by reducing carbon emissions and waste, and maximise diversion of waste from landfill.

6. Data and Information Security

The Supplier must protect all confidential, proprietary, and personal data received from Think Hire or generated in connection with Think Hire’s business.

The Supplier must implement appropriate technical and organisational measures to safeguard such data against unauthorised access, disclosure, alteration, or destruction, and must comply with all applicable data protection and privacy laws.

The Supplier will prevent the introduction of malicious software (malware) on all information systems operated by Think Hire and any relevant parties.

The Supplier will have in place security incident management policies and/or procedures, ensuring any security breach is notified to Think Hire if there is an impact on Think Hire or any of its customers.

Suppliers must hold as a minimum a current ISO 27001 accreditation in respect of their information security systems.

7. Monitoring, Audit and Compliance

Suppliers must maintain appropriate records to demonstrate compliance with this Code and must provide such records to Think Hire upon request. Think Hire reserves the right to audit Suppliers’ compliance with this Code and to take appropriate action, including termination of the business relationship, in the event of non-compliance.

The Supplier shall keep complete, accurate and up to date records of all activities carried out, and other material information generated in connection with its engagement with Think Hire. This must include all transactions which relate in any way to its engagement with Think Hire. Such records shall be retained by the Supplier for inspection by Think Hire for 6 years from the period to which they relate or such other period as Think Hire may advise in writing.

The Supplier shall (at no additional cost to Think Hire):

(a) provide to Think Hire such reports, in such format and at such frequency, as may be reasonably requested by Think Hire;

(b) provide to Think Hire such information, materials and explanations (at the time or times specified by Think Hire) as may be requested by Think Hire to enable Think Hire to monitor the performance of the Supplier’s obligations and duties; and

Think Hire, its authorised advisers and other representatives may audit:

(a) the compliance of the Supplier and of each of the Supplier Personnel with the terms of this Code (including compliance with any applicable Think Hire policies); and

(b) the accuracy of the Supplier’s invoicing.

For the purpose of facilitating an audit, the Supplier shall provide to Think Hire (including its authorised employees), its authorised advisers and other representatives, on request (at no additional cost to Think Hire):

(a) reasonable access to the records requested;

(b) reasonable access to all relevant information, premises, data, employees, agents, subcontractors and assets at all locations at which the same are present (or may reasonably be expected to be present); and

For the purpose of complying with this Code, the Supplier shall promptly and efficiently give Think Hire (including its authorised employees), its authorised advisers and other representatives any assistance they reasonably require and follow their instructions with regard to such assistance.

Where any monitoring, inspection or audit identifies:

(a) any overpayment by Think Hire, the Supplier shall immediately repay the overpayment; or

(b) any areas where the Supplier is not complying with this Code, or any agreement the Supplier has entered into with Think Hire, then the Supplier shall rectify such failure to Think Hire’s reasonable satisfaction and take all necessary steps to ensure its future compliance with this Code and the relevant agreement,

and the Supplier shall bear all the costs of the monitoring, inspection or audit and shall (at no additional cost to Think Hire) facilitate Think Hire making and retaining copies of any information, records, documents and data identified as relevant from any audit.

If the Supplier should for any reason consider that it is not able to comply with any requirement of this Code, then it must promptly discuss this with Think Hire, and in doing so, present to Think Hire (for Think Hire’s approval) a plan it proposes to implement to rectify such non-compliance, and to prevent such non-compliance from recurring. Think Hire may accept, reject or require the Supplier to make changes to, and re-submit, the revised plan for approval (acting reasonably) within 14 days (or such other period of time agreed by Think Hire in writing).

Once approved by Think Hire, Think Hire and the Supplier will work together constructively to implement the rectification plan proposed by the Supplier within 30 days (or such other period of time agreed by Think Hire in writing).

Think Hire reserves the right to terminate its business relationship with the Supplier (and any contracts entered into or associated with it) if: (a) the Supplier fails to submit (or re-submit) a rectification plan in accordance with the preceding provisions of this Code; (b) the Supplier fails to implement the approved rectification plan in the timescales set out in this Code to Think Hire’s reasonable satisfaction; (c) in Think Hire’s opinion, the Supplier has failed to demonstrate adequate action or efforts to rectify such non-compliance with this Code; and/or (d) such non-compliance with this Code continues even after the implementation by the Supplier of the rectification plan.

Any inspection or audit, or failure to inspect or audit, shall not in any way relieve the Supplier from any of its obligations.

The provisions of this section 7 of the Code shall remain in full force and effect for 6 years after the Supplier’s engagement with Think Hire expires or terminates.

8. Reporting Concerns

Suppliers must promptly report to Think Hire any actual or suspected breach of this Code or of any applicable law or regulation. Reports may be made confidentially and without fear of retaliation.

By accepting and adhering to this Code, the Supplier acknowledges its commitment to upholding the standards and requirements set out in it. Think Hire expects all Suppliers to ensure that Supplier Personnel, agents, and subcontractors are aware of and comply with this Code.

Any information that a Supplier is required to report to Think Hire under this Code, should be communicated to:

(a) the Supplier's usual Think Hire contact or contract manager; or

(b) Think Hire:

(i) by email to orders@thinkhire.co.uk;

(ii) by phone on 03301332222; or

(iii) in writing to:

Think Hire Ltd

Waldron House,

Drury Lane,

Chadderton,

Oldham,

OL9 8EU.