Ethical Business Practices Policy

Last Updated: 14 June, 2021

The PARTNER Acknowledges That...

The nature of the services provided pursuant to any commercial agreement or relationship that the PARTNER has with TRANSCELESTIAL creates a relationship of trust and that an essential element of that trust involves compliance with certain ethical standards and legal obligations. Accordingly, PARTNER represents, warrants, and covenants to TRANSCELESTIAL, as of the effective date of its respective agreement with TRANSCELESTIAL and as of each date that an invoice for services or other requests for payment is submitted to TRANSCELESTIAL, that:

In carrying out its responsibilities under the agreements between PARTNER and TRANSCELESTIAL, PARTNER and its owners, directors, officers, employees or agents thereof, will not pay, offer or promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to any government official or employee, or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of the government to obtain or retain business or direct business to any person (any such payment is a “Prohibited Payment”).

For purposes of this Policy, the term “government official or employee” includes, but it not limited to:

(1) both paid and unpaid employees and officials of any government or department, agency, or instrumentality thereof;

(2) persons acting in an official capacity or on behalf of any government, department, agency, or instrumentality thereof;

(3)  any officers or employees of any partially or wholly state-owned or controlled entities, businesses, and enterprises;

(4) any political party or official thereof or any candidate for political office; and (5) any official or employee of any public international organization.

No payment, promise to pay, authorization, offer, or gift of the sort described in this Policy has been made in connection with the promotion of the business interests of TRANSCELESTIAL prior to the date hereof;

None of PARTNER’s owners, equity holders, partners, officers, directors, employees, or agents is or, without prior written notification to TRANSCELESTIAL, will become an official or employee of any government, or of any department, agency or instrumentality of any government, of any partially or wholly state-owned or controlled entities, businesses, and enterprises, of any political party, or of any public international organization, or a candidate for political office;

No rights or obligations of, or services to be rendered by PARTNER under the agreements between PARTNER and TRANSCELESTIAL shall be assigned, transferred, or subcontracted to any PARTNER without the prior written consent of TRANSCELESTIAL;

PARTNER shall institute and maintain policies and procedures designed to ensure continued compliance with the provisions of this Exhibit by all employees and agents of PARTNER;

PARTNER shall maintain true, accurate, and complete books and records with respect to all payments made or received pursuant to the agreements between PARTNER and TRANSCELESTIAL  and/or in furtherance of the services provided by/to TRANSCELESTIAL;  

PARTNER shall at all times be bound and abide by and strictly comply with all applicable laws of the Authorized Territories concerning corrupt practices or bribery; and

PARTNER shall promptly notify TRANSCELESTIAL of the occurrence of any fact or event which would render any representation, warranty, covenant, or undertaking in this Policy false, incorrect, or misleading.

TRANSCELESTIAL or its designee shall have the right, at any time during the term of the agreements between PARTNER and TRANSCELESTIAL and for a period of two (2) years thereafter, to audit PARTNER’s financial and other books and records relating to its performance under the agreements between PARTNER and TRANSCELESTIAL.  Upon request by PARTNER, TRANSCELESTIAL shall select an independent auditor to conduct an audit of PARTNER in order to certify to TRANSCELESTIAL that no breach has occurred or will occur.  PARTNER shall fully cooperate in any audit conducted by or on behalf of TRANSCELESTIAL.

In the event TRANSCELESTIAL has reason to believe that a breach of any of the representations and warranties in this Policy has occurred or may occur, TRANSCELESTIAL may withhold further delivery of products until such time as it has received confirmation to its satisfaction that no breach has occurred or will occur.  TRANSCELESTIAL shall not be liable to PARTNER for any claims, losses, or damages whatsoever related to its decision to withhold delivery under this provision.

In the event TRANSCELESTIAL has reason to believe that a breach of any of the representations and warranties in this Policy has occurred or may occur, TRANSCELESTIAL shall have the right to audit the PARTNER in order to satisfy itself that no breach has occurred.  Upon request by TRANSCELESTIAL, PARTNER shall select an independent third party to conduct an audit of PARTNER in order to certify to TRANSCELESTIAL that no breach has occurred or will occur.  PARTNER shall fully cooperate in any audit conducted by or on behalf of TRANSCELESTIAL.