VENDOR CODE OF CONDUCT

Standards of Ethical, Lawful and Responsible Conduct for Vendors, Suppliers, Contractors, Service Providers, Technology Partners and Business Partners

Table of Contents

1.  Introduction

PRNV Services is a technology-enabled organisation that operates a next-generation digital advertising, listing, visibility and service-marketplace platform accessible at www.prnvservices.com. As a modern technology business, PRNV Services depends on a diverse network of vendors, suppliers, contractors, consultants, service providers, technology partners and other business partners who support its platform, infrastructure, operations and growth.

This Vendor Code of Conduct (the “Code”) articulates the standards of integrity, lawful conduct, information security, data protection and responsible business practice that PRNV Services expects of every party with whom it does business. The Code reflects the values on which PRNV Services builds trustworthy and sustainable relationships: ethical and responsible engagement, transparency, accountability, the protection of information assets, and disciplined regulatory compliance.

PRNV Services believes that strong vendor relationships are founded on shared commitment to doing business the right way. By engaging with PRNV Services, vendors and business partners are expected to understand, embrace and uphold the principles set out in this Code as a foundation of their ongoing relationship with the Company.

2.  Purpose of this Vendor Code of Conduct

The purpose of this Code is to establish a clear, consistent and enforceable framework of expectations that governs the conduct of vendors and business partners throughout their relationship with PRNV Services. Specifically, this Code is intended to:

•     Communicate the ethical standards, legal obligations and governance expectations that apply to all vendors and business partners of PRNV Services.

•     Promote integrity, transparency, fairness and accountability in every interaction, transaction and engagement.

•     Protect the confidentiality, integrity and availability of information, data and digital systems handled in the course of the relationship.

•     Safeguard the intellectual property, proprietary information and reputation of PRNV Services and of its users, customers and stakeholders.

•     Support full compliance with applicable Indian laws, regulations and industry standards, and with the contractual obligations that bind each vendor.

•     Establish clear processes for incident reporting, risk management, monitoring, corrective action and the consequences of non-compliance.

•     Strengthen long-term, trustworthy and mutually respectful partnerships built on responsible corporate governance.

This Code complements, and does not replace, any specific written agreement between PRNV Services and a vendor. Where a written agreement contains obligations that are more stringent than this Code, those more stringent obligations shall prevail.

3.  Scope and Applicability

3.1   Persons covered. This Code applies to all third-party vendors, suppliers, contractors, sub-contractors, consultants, service providers, technology partners and other business partners that are engaged by, supply to, or otherwise enter into a business relationship with PRNV Services (each, a “Vendor”). It extends to a Vendor’s directors, officers, employees, agents, representatives and authorised sub-contractors who perform any work for or on behalf of PRNV Services.

3.2    Engagements covered. Without limitation, this Code applies to relationships involving the following categories of engagement:

•     Technology Services

•     Operational Support Services

•     Professional Services

•     Software and Digital Services

•     Cloud and Infrastructure Services

•     Customer Support Services

•     Marketing and Communication Services

•     Administrative and Business Support Services

•     Any Other Authorised Business Engagements with PRNV Services

3.3   Flow-down obligation. Each Vendor is responsible for ensuring that its personnel and any approved sub-contractors who participate in the delivery of goods or services to PRNV Services are made aware of, and adhere to, standards consistent with this Code. Vendors shall not use a sub-contractor as a means of avoiding the obligations set out in this Code.

3.4     Acceptance. Engagement with PRNV Services is conditional upon acceptance of, and continued adherence to, this Code. By accepting a purchase order, executing an agreement, or commencing the supply of goods or services to PRNV Services, a Vendor is deemed to have read, understood and agreed to comply with this Code.

4.  Definitions

In this Code, unless the context requires otherwise, the following terms shall have the meanings set out below:

4.1       “PRNV Services”, “Company”, “we”, “us” or “our” means PRNV Services, the technology-enabled organisation operating the platform at www.prnvservices.com, having its registered office at Hyderabad, Telangana, India, including its successors and permitted assigns.

4.2   “Vendor”, “you” or “your” means any third-party vendor, supplier, contractor, consultant, service provider, technology partner or business partner to whom this Code applies, together with its personnel and authorised sub-contractors.

4.3     “Applicable Law” means all laws, statutes, rules, regulations, notifications, guidelines, directions and orders of the Republic of India and of any competent authority that apply to the Vendor, to PRNV Services, or to the goods or services supplied.

4.4   “Confidential Information” means any non-public information, in any form, disclosed by or on behalf of PRNV Services or accessed by the Vendor in connection with the relationship, including business, technical, commercial, operational, security and personal information, whether or not marked confidential.

4.5   “Personal Data” means any data about an individual who is identifiable by or in relation to such data, as understood under the Digital Personal Data Protection Act, 2023 and other applicable data-protection law.

4.6    “Intellectual Property” or “IP” means all patents, copyrights, trademarks, service marks, trade names, designs, trade secrets, know-how, software, databases and all other intellectual or industrial property rights, whether registered or unregistered.

4.7    “Information Systems” means any networks, systems, applications, software, platforms, devices, accounts, credentials or digital infrastructure owned, operated or controlled by PRNV Services or made accessible to the Vendor.

4.8   “Incident” means any actual or suspected event that compromises, or may compromise, the confidentiality, integrity or availability of information, Personal Data or Information Systems, or any breach or suspected breach of this Code, an agreement or Applicable Law.

4.9   “Engagement” or “Business Relationship” means any arrangement under which a Vendor supplies goods, services, works or deliverables to, or otherwise transacts with, PRNV Services.

4.10   “Code” means this Vendor Code of Conduct, as amended or updated by PRNV Services from time to time.

5.  Nature of Business Relationships

5.1    Independent relationship. Each Vendor is an independent party that engages with PRNV Services on a principal-to-principal basis. Nothing in this Code, and no engagement governed by it, creates any employment, partnership, joint venture, agency or fiduciary relationship between PRNV Services and the Vendor, except to the extent expressly agreed in a separate written agreement signed by authorised representatives of both parties.

5.2      Authority. A Vendor shall not represent itself as an employee, agent or authorised representative of PRNV Services, and shall not make any commitment, incur any obligation, or hold itself out as having authority to act for or bind PRNV Services, unless expressly authorised in writing.

5.3    Basis of engagement. All goods and services are to be supplied in accordance with the terms of the relevant agreement, purchase order, statement of work or specification, read together with this Code and applicable PRNV Services policies.

5.4    Mutual respect. PRNV Services seeks to build relationships founded on professionalism, fairness, mutual respect and shared commitment to lawful and ethical conduct. Vendors are expected to engage with the Company, its personnel, users and stakeholders in the same spirit.

6.  Core Principles and Ethical Standards

PRNV Services expects every Vendor to conduct business in accordance with the following core principles and ethical standards at all times.

6.1  Integrity and Ethical Conduct

Vendors shall act honestly, ethically and in good faith in all dealings with PRNV Services. Vendors shall not engage in any deceptive, fraudulent, dishonest or unfair practice, and shall ensure that representations made to PRNV Services are accurate, complete and not misleading. Ethical conduct is a non-negotiable foundation of every engagement.

6.2  Compliance with Laws and Regulations

Vendors shall comply with all Applicable Laws and regulatory requirements relevant to their business and to the goods or services they supply, including laws relating to information technology, contracts, consumer protection, data protection, taxation, anti-corruption, anti-money-laundering, labour and the environment. Compliance is a continuing obligation throughout the relationship.

6.3  Transparency and Accountability

Vendors shall maintain transparency in their dealings with PRNV Services and shall take responsibility for their actions, decisions and deliverables. Vendors shall provide truthful information, maintain accurate records, disclose relevant facts in a timely manner, and stand accountable for the quality, lawfulness and security of what they deliver.

6.4  Professionalism and Responsible Business Practices

Vendors shall perform their obligations with professionalism, diligence, competence and care, applying recognised standards of quality and good industry practice. Vendors shall adopt responsible business practices, exercise sound judgement, and avoid conduct that could damage the reputation, interests or stakeholders of PRNV Services.

6.5  Respect, Fairness, and Non-Discrimination

Vendors shall treat all individuals with dignity and respect, and shall foster a working environment free from discrimination, harassment, intimidation, coercion and abusive behaviour. Vendors shall not discriminate on the basis of caste, religion, gender, gender identity, sexual orientation, disability, age, ethnicity, place of origin, or any other characteristic protected by Applicable Law, and shall uphold lawful and fair labour practices.

6.6  Confidentiality and Information Security

Vendors shall protect the confidentiality of all Confidential Information and shall implement appropriate measures to secure information, Personal Data and Information Systems entrusted to them. Vendors shall use such information only for the authorised purposes of the engagement and shall safeguard it against unauthorised access, use, disclosure, alteration, loss or destruction.

7.  Vendor Responsibilities and Obligations

In addition to the core principles set out above, each Vendor shall observe the following responsibilities and obligations:

7.1       Lawful and ethical performance. Perform all obligations lawfully, ethically and in accordance with this Code, the relevant agreement and good industry practice.

7.2     Qualified personnel. Deploy only competent, suitably skilled and, where required, duly authorised personnel, and ensure that such personnel are aware of and observe standards consistent with this Code.

7.3   Accuracy of information. Provide only true, accurate, current and complete information to PRNV Services, and promptly correct any information that becomes inaccurate or incomplete.

7.4   Protection of assets. Protect the information, data, systems, premises, equipment and other assets of PRNV Services made available in connection with the engagement, and use them only for authorised purposes.

7.5      Compliance with policies. Comply with applicable PRNV Services policies, security requirements, access controls and reasonable instructions communicated to the Vendor.

7.6   No harm to reputation. Refrain from any act or omission that could bring PRNV Services into disrepute or that is inconsistent with its values and this Code.

7.7   Cooperation. Cooperate fully and in good faith with PRNV Services in relation to compliance, audits, investigations, incident response and regulatory requirements.

7.8    Continuous improvement. Support the continuous improvement of governance, security and compliance practices, and respond constructively to reasonable requests for enhancement.

8.  Legal and Regulatory Compliance Requirements

8.1   General compliance. Vendors shall comply with all Applicable Laws of the Republic of India and with all licences, permits, registrations and approvals required for their business and for the supply of goods or services to PRNV Services.

8.2  Key statutes. Without limiting the generality of the foregoing, Vendors shall, where relevant to their engagement, comply with the Information Technology Act, 2000 and the rules made thereunder (including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021); the Indian Contract Act, 1872; the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020; the Digital Personal Data Protection Act, 2023; applicable Goods and Services Tax legislation; the Bharatiya Nyaya Sanhita, 2023; the

Prevention of Money Laundering Act, 2002; and all other applicable statutes, rules and regulations in force from time to time.

8.3   Licences and registrations. Vendors shall obtain and maintain all necessary registrations, including tax registrations where applicable, and shall comply with applicable tax obligations relating to the goods or services they supply.

8.4   Changes in law. Vendors shall monitor changes in Applicable Law that affect their obligations and shall update their practices accordingly without the need for prior notice from PRNV Services.

8.5   Evidence of compliance. Vendors shall, upon reasonable request, provide PRNV Services with evidence of compliance with Applicable Law and with this Code.

9.  Information Security and Data Protection Responsibilities

9.1      Security safeguards. Vendors that access, process, store or transmit information or Personal Data in connection with the engagement shall implement and maintain reasonable and appropriate technical, organisational and physical safeguards to protect such information against unauthorised access, use, disclosure, alteration, loss or destruction.

9.2    Data-protection compliance. Vendors shall process Personal Data strictly in accordance with the Digital Personal Data Protection Act, 2023 and other applicable data-protection law, only for the lawful and authorised purposes of the engagement, on the documented instructions of PRNV Services, and only for as long as necessary.

9.3   Access control. Vendors shall restrict access to information and Information Systems on a need-to-know basis, enforce strong authentication and access controls, and promptly revoke access when no longer required.

9.4    Secure handling. Vendors shall apply secure configuration, encryption where appropriate, secure transmission, secure storage and secure disposal practices, and shall protect credentials issued to them.

9.5      Data minimisation and purpose limitation. Vendors shall collect and use only the information reasonably necessary for the engagement and shall not use it for any unrelated or unauthorised purpose.

9.6    Return or deletion. Upon completion or termination of the engagement, or upon request, Vendors shall securely return or permanently delete all information and Personal Data of PRNV Services in their possession or control, subject to any lawful retention requirement, and shall certify such return or deletion when asked.

9.7     Sub-processing. Vendors shall not engage any sub-processor to handle information or Personal Data of PRNV Services without prior authorisation and shall ensure that any authorised sub-processor is bound by obligations no less protective than those in this Code.

10.  Confidentiality and Protection of Proprietary Information

10.1   Duty of confidentiality. Vendors shall keep all Confidential Information strictly confidential, shall not disclose it to any third party without prior written authorisation, and shall use it solely for the purposes of the engagement.

10.2   Internal handling. Vendors shall limit access to Confidential Information to those personnel who need it for the engagement and who are bound by confidentiality obligations consistent with this Code.

10.3   Proprietary information. Vendors shall protect the proprietary information, business plans, technical materials, data, processes and trade secrets of PRNV Services and of its users and stakeholders, and shall not copy, reproduce, exploit or reverse-engineer such materials except as expressly authorised.

10.4     Exclusions. Confidentiality obligations do not apply to information that is or becomes lawfully public through no fault of the Vendor, that was lawfully known to the Vendor without obligation of confidence before disclosure, or that is required to be disclosed by law or competent authority, provided the Vendor gives PRNV Services prompt prior notice where lawfully permitted.

10.5   Survival. The confidentiality obligations in this Code shall survive the completion, expiry or termination of the engagement and shall continue for as long as the information retains its confidential character.

11.  Responsible Use of Technology and Digital Systems

11.1    Authorised use only. Vendors shall access and use the Information Systems of PRNV Services only as expressly authorised, only for legitimate purposes of the engagement, and strictly in accordance with applicable security policies and access conditions.

11.2       Prohibited conduct. Vendors shall not introduce malicious code, attempt to gain unauthorised access, circumvent or disable security controls, probe or scan systems without authorisation, exceed authorised access, or interfere with the integrity, availability or performance of any Information System.

11.3      Secure development and operations. Vendors providing software, digital, cloud or infrastructure services shall follow secure development, configuration, testing and operational practices, and shall promptly remediate identified vulnerabilities in accordance with agreed timelines.

11.4   Credentials and devices. Vendors shall protect all credentials, tokens and devices used to access PRNV Services systems, shall not share them without authorisation, and shall report any compromise immediately.

11.5      Responsible use of automation and artificial intelligence. Where a Vendor uses automation, analytics or artificial-intelligence tools in delivering services, it shall do so responsibly, lawfully and transparently, with appropriate human oversight, and shall not use such tools in a manner that compromises security, fairness or data protection.

11.6   No unauthorised data extraction. Vendors shall not scrape, harvest, extract, copy or retain data from PRNV Services systems except as expressly authorised for the engagement.

12.  Anti-Fraud and Anti-Corruption Requirements

12.1    Zero tolerance. PRNV Services maintains a zero-tolerance approach to fraud, bribery, corruption and dishonest conduct. Vendors shall not engage in, facilitate or tolerate any such conduct in connection with PRNV Services.

12.2    No bribery. Vendors shall not offer, promise, give, solicit or accept any bribe, kickback, illegal gratification or improper advantage, whether directly or indirectly, to or from any person, including public officials, in order to obtain or retain business or any improper benefit.

12.3   No fraud. Vendors shall not engage in any fraudulent, deceptive or dishonest act, including misrepresentation, falsifying records, raising false invoices, or misappropriating funds, data or assets.

12.4   Anti-money-laundering. Vendors shall comply with applicable anti-money-laundering laws, including the Prevention of Money Laundering Act, 2002, and shall not knowingly participate in any transaction designed to launder the proceeds of unlawful activity or to finance unlawful purposes.

12.5    Gifts and hospitality. Vendors shall not offer or accept gifts, entertainment or hospitality that could improperly influence, or appear to influence, business decisions. Modest courtesies that are lawful, transparent and customary may be acceptable, subject to any stricter terms in an applicable agreement.

12.6      Reporting. Vendors shall promptly report any actual or suspected fraud, bribery or corruption affecting PRNV Services through the channels set out in this Code.

13.  Conflicts of Interest

13.1   Duty to avoid. Vendors shall avoid any actual, potential or perceived conflict between their own interests and the interests of PRNV Services that could compromise the objectivity, fairness or integrity of the relationship.

13.2   Disclosure. Vendors shall promptly disclose to PRNV Services any circumstance that may give rise to a conflict of interest, including any personal, financial or family relationship with PRNV Services personnel that could influence business decisions.

13.3    Management. Where a conflict of interest is disclosed, the Vendor shall cooperate with PRNV Services to manage, mitigate or eliminate the conflict in an appropriate manner.

13.4    Fair dealing. Vendors shall ensure that procurement, selection and business decisions involving PRNV Services are made on lawful, fair and objective grounds, free from improper influence.

14.  Intellectual Property Rights and Protection

14.1     Respect for IP. Vendors shall respect and protect the Intellectual Property of PRNV Services and of all third parties, and shall not infringe, misappropriate or misuse any IP rights in the course of the engagement.

14.2     PRNV Services IP. The PRNV Services name, logo, trademarks, platform, software, designs, content, databases and all associated Intellectual Property are and remain the exclusive property of PRNV Services. Vendors acquire no right, title or interest in such IP except a limited, revocable right to use it strictly as necessary for the authorised engagement.

14.3     Deliverables. Unless otherwise agreed in writing, all deliverables, works and materials created specifically for PRNV Services in the course of the engagement, and all IP therein, shall vest in and belong to PRNV Services, and the Vendor shall execute such documents as may be necessary to give effect to such ownership.

14.4    No unauthorised use. Vendors shall not use the name, brand, trademarks or content of PRNV Services for marketing, publicity or any other purpose without prior written authorisation.

14.5    Third-party IP. Vendors shall ensure that any materials, software or content supplied to PRNV Services do not infringe the IP rights of any third party and that all necessary licences and permissions have been obtained.

15.  Communication and Cooperation Requirements

15.1     Open communication. Vendors shall maintain clear, honest, timely and professional communication with PRNV Services in relation to the engagement, including the prompt sharing of information that is material to compliance, security, risk or performance.

15.2     Cooperation. Vendors shall cooperate in good faith with PRNV Services in relation to compliance reviews, audits, assessments, investigations, incident response, and the implementation of corrective and preventive measures.

15.3   Designated contacts. Vendors shall maintain accurate and current contact details and shall designate appropriate points of contact to respond to communications from PRNV Services in a timely manner.

15.4     Language and records. Communications and records relevant to compliance shall be maintained in a clear and retrievable form and provided to PRNV Services upon reasonable request.

16.  Incident Reporting and Notification Obligations

16.1   Prompt reporting. Vendors shall report to PRNV Services, without undue delay and in any event as promptly as reasonably practicable upon becoming aware, any Incident affecting PRNV Services, including any actual or suspected security breach, data breach, unauthorised access, loss of information, system compromise, fraud, or violation of this Code or Applicable Law.

16.2    Information to be provided. Vendor notifications shall include, to the extent known, the nature and scope of the Incident, the information, data or systems affected, the suspected cause, the measures taken or proposed, and a point of contact for further coordination.

16.3     Containment and mitigation. Vendors shall take immediate and reasonable steps to contain, investigate, mitigate and remediate the Incident, and shall preserve relevant evidence.

16.4   Cooperation in response. Vendors shall cooperate fully with PRNV Services in responding to the Incident, including supporting any notifications that PRNV Services is required to make to regulators, authorities or affected individuals under Applicable Law.

16.5   No retaliation. PRNV Services supports good-faith reporting of concerns. Vendors shall not retaliate against any person who reports, in good faith, a suspected violation of this Code or Applicable Law.

17.  Business Continuity and Risk Management Expectations

17.1     Risk management. Vendors shall maintain reasonable processes to identify, assess, manage and mitigate risks relevant to the goods or services they supply, including operational, security, legal and continuity risks.

17.2    Business continuity. Vendors providing services that are important to PRNV Services operations shall maintain appropriate business-continuity and disaster-recovery arrangements designed to maintain or promptly restore service in the event of disruption.

17.3   Resilience. Vendors shall implement reasonable measures to protect against, and recover from, events that could affect the security or availability of information, systems or services, including data backup and recovery practices where applicable.

17.4   Notification of disruption. Vendors shall promptly notify PRNV Services of any event that materially affects, or is likely to materially affect, their ability to perform their obligations.

17.5      Continuous improvement. Vendors shall periodically review and improve their risk-management and continuity arrangements in line with good industry practice.

18.  Record Keeping and Documentation Requirements

18.1     Accurate records. Vendors shall create and maintain accurate, complete and reliable records and documentation relating to the engagement, including records relevant to performance, compliance, security, financial and tax matters.

18.2   Retention. Vendors shall retain such records for the period required by Applicable Law or by the relevant agreement, whichever is longer, and shall protect them against loss, alteration or unauthorised access.

18.3     Preservation. Upon becoming aware of any investigation, dispute, claim or regulatory request relating to the engagement, Vendors shall preserve all relevant records and shall not destroy or alter them.

18.4    Access for review. Vendors shall make relevant records available to PRNV Services for inspection, audit or compliance review upon reasonable request, subject to applicable confidentiality and legal requirements.

18.5     Secure disposal. When records are no longer required to be retained, Vendors shall dispose of them securely in a manner that protects any confidential or personal information they contain.

19.  Monitoring, Assessments, and Compliance Reviews

19.1   Right to review. PRNV Services may monitor, assess and review Vendor compliance with this Code, the relevant agreement and Applicable Law, through means that may include questionnaires, self-assessments, documentation reviews, audits and assessments, subject to reasonable notice and applicable confidentiality protections.

19.2    Cooperation with reviews. Vendors shall cooperate with such monitoring, assessments and reviews, provide accurate information and reasonable access, and respond to findings in a timely manner.

19.3    Self-assessment. Vendors are expected to monitor their own compliance on an ongoing basis and to proactively address any gaps or deficiencies they identify.

19.4     Findings and follow-up. Where a review identifies areas requiring improvement, the Vendor shall develop and implement appropriate corrective and preventive measures within agreed timelines.

19.5     Records of review. PRNV Services may maintain records of monitoring and review activities for governance, compliance and audit purposes.

20.  Corrective Actions and Remediation Procedures

20.1   Duty to remediate. Where a Vendor identifies, or is notified of, a deficiency, non-compliance or Incident, the Vendor shall promptly investigate, contain and remediate the matter and take measures to prevent recurrence.

20.2   Corrective action plans. PRNV Services may require a Vendor to prepare and implement a corrective action plan, with defined actions, responsibilities and timelines, to address identified issues.

20.3    Verification. PRNV Services may verify that corrective and preventive actions have been implemented effectively and may require evidence of completion.

20.4    Escalation. Where corrective actions are not implemented within agreed timelines, or are inadequate, PRNV Services may escalate the matter and take further measures in accordance with this Code and the relevant agreement.

20.5     Continuous improvement. Vendors shall treat corrective action as an opportunity for continuous improvement of their governance, security and compliance practices.

21.  Violations and Consequences of Non-Compliance

21.1     Compliance as a condition. Adherence to this Code is a condition of maintaining a business relationship with PRNV Services. Any violation of this Code is treated as a serious matter.

21.2     Range of consequences. Depending on the nature, severity and circumstances of a violation, PRNV Services may, at its discretion and as appropriate, take measures including requiring corrective action, issuing warnings, increasing monitoring, restricting access or engagement, withholding new business, suspending the relationship, or terminating the engagement, in addition to any rights and remedies available under the relevant agreement and Applicable Law.

21.3  Serious violations. Violations involving fraud, corruption, serious security or data-protection breaches, breach of confidentiality, infringement of Intellectual Property, or breach of Applicable Law may result in immediate restriction, suspension or termination, and may be reported to competent authorities where required by law.

21.4   Cumulative remedies. The consequences described in this Code are in addition to, and not in substitution for, any other rights or remedies available to PRNV Services in law, equity or contract.

22.  Suspension, Restriction, or Termination of Business Relationships

22.1      Right to suspend or restrict. PRNV Services may suspend or restrict a Vendor’s engagement, access to systems, or participation in business activities where it reasonably considers it necessary to protect its information, systems, users, stakeholders, reputation or legal position, including pending the investigation of a suspected violation.

22.2    Right to terminate. PRNV Services may terminate a business relationship in accordance with the relevant agreement and Applicable Law, including in cases of material or persistent non-compliance with this Code.

22.3   Effect of termination. Upon suspension or termination, the Vendor shall immediately cease the affected activities, return or securely delete information and assets of PRNV Services as required, cooperate in an orderly transition, and continue to comply with all surviving obligations, including those relating to confidentiality, data protection, Intellectual Property and record retention.

22.4    Survival. Obligations that by their nature are intended to survive, including confidentiality, data protection, Intellectual Property, indemnity, record-keeping and dispute-resolution obligations, shall survive the suspension, expiry or termination of the relationship.

23.  Cooperation with Regulatory Authorities and Law Enforcement

23.1   Lawful cooperation. Vendors shall cooperate with PRNV Services in responding to lawful requests, inquiries, investigations and directions of regulatory authorities, law-enforcement agencies and courts of competent jurisdiction.

23.2   Assistance. Vendors shall, to the extent permitted by Applicable Law, provide reasonable assistance, information and records required for PRNV Services to meet its legal and regulatory obligations, and shall preserve relevant evidence.

23.3       Lawful conduct. Vendors shall not obstruct, frustrate or interfere with any lawful investigation or regulatory process relating to PRNV Services.

23.4   Notification. Vendors shall promptly notify PRNV Services, to the extent lawfully permitted, of any regulatory or law-enforcement request that relates to PRNV Services or to the engagement.

24.  Amendments and Updates

24.1    Right to amend. PRNV Services may amend, revise, supplement or update this Code at any time, at its sole discretion, to reflect changes in law, regulation, business practice or governance requirements.

24.2   Publication. The current version of this Code will be published on www.prnvservices.com. Vendors are responsible for reviewing the published Code periodically and for remaining informed of its requirements.

24.3   Continued engagement. Continued supply of goods or services, or continued engagement with PRNV Services, following publication of an amended Code constitutes acceptance of the amended Code.

24.4   No waiver. A failure or delay by PRNV Services in enforcing any provision of this Code shall not constitute a waiver of that provision or of any other provision.

25.  Governing Law and Jurisdiction

25.1   Governing law. This Code shall be governed by and construed in accordance with the laws of the Republic of India.

25.2    Jurisdiction. Subject to any dispute-resolution mechanism agreed in a relevant written agreement between the parties, the courts at Hyderabad, Telangana, India shall have exclusive jurisdiction in respect of any matter arising out of or in connection with this Code.

25.3    Relationship with agreements. This Code is intended to operate alongside the specific agreements, purchase orders and statements of work that govern each Vendor relationship. In the event of any conflict between this Code and such a written agreement, the written agreement shall prevail to the extent of the conflict, unless the agreement provides otherwise.

25.4     Severability. If any provision of this Code is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in full force and effect.

Failure to comply with this Code may result in corrective actions, increased monitoring, restrictions, suspension, or termination of business engagements, where PRNV Services considers such measures appropriate, in addition to any other rights and remedies available under the relevant agreement and Applicable Law.

The adoption of, or reference to, this Code does not create any employment, partnership, joint venture, or agency relationship between PRNV Services and any vendor or business partner, unless expressly agreed in a separate written agreement signed by authorised representatives of both parties. Each vendor remains an independent party responsible for its own conduct, personnel, sub-contractors and compliance.

This Code is published as general guidance on the standards PRNV Services expects of its vendors and business partners and does not constitute legal advice. Where the requirements of an applicable agreement or of Applicable Law are more specific or more stringent, those requirements shall apply.

26.  Contact Information

Vendors and business partners may contact the PRNV Services Vendor Compliance function for questions about this Code, to seek guidance on compliance, or to report a concern or suspected violation. PRNV Services encourages good-faith reporting and is committed to addressing concerns responsibly.

Conclusion — Our Continuing Commitment

PRNV Services is a technology-enabled organisation that believes lasting success is built on doing business ethically, lawfully and responsibly. This Vendor Code of Conduct expresses the standards we hold ourselves to and the standards we ask of every vendor and business partner who works with us.

Through this Code, PRNV Services reaffirms its commitment to:

•     Ethical and responsible business relationships;

•     Integrity and transparency in all dealings;

•     Information security and privacy protection;

•     Regulatory compliance and accountability;

•     Responsible corporate governance;

•     Building trustworthy, sustainable and mutually respectful vendor partnerships; and

•     The continuous enhancement of our governance, compliance and business-relationship-management practices.

We value the contribution that our vendors and business partners make to PRNV Services, and we are committed to working together on a foundation of shared values, mutual respect and trust. By upholding this Code, vendors and business partners help PRNV Services protect the people, information and stakeholders that depend on our platform, and help build a service ecosystem defined by integrity, security and responsible growth.