Code of Ethics

Legislative Decree 231/01 and Code of Ethics - Anti-Corruption

In carrying out the activities covered by this Agreement, the Parties undertake, each within its own area of responsibility, to comply with Legislative Decree 231/2001 on corporate liability (hereinafter “Decree 231”), ensuring that they will refrain from any conduct that could result in the commission of any offence or unlawful act relevant under Decree 231.

For this purpose, each Party has adopted and implements an organization, management and control model in compliance with Decree 231 (hereinafter “Model 231”) and/or a code of ethics (“Code of Ethics”) and/or an anti-corruption policy (“Anti-Corruption Policy”), available on their respective corporate websites:

• for M Com, the Organizational Model 231, the Code of Ethics and Conduct and the Anti-Corruption Policy,
• for the Operator, the Code of Ethics and the Organizational Model, in accordance with the principles set out in Legislative Decree 231/2001, available on the website: www.mcomsrls.it.

Each Party declares that it is aware of the contents of the above documents adopted by the other Party, which form an integral and substantial part of this Agreement even if not physically attached, and undertakes, within its area of responsibility, to comply with the rules and ethical-behavioral principles provided therein and to ensure compliance with them by its employees, collaborators and third parties used to perform the services covered by this Agreement, including through appropriate training and information activities, providing express guarantee and indemnity pursuant to Article 1381 of the Italian Civil Code.

The Parties also undertake to act in such a way as to comply with and ensure compliance with the Anti-Corruption Laws in force from time to time, including through appropriate training and information activities for their employees, collaborators and third parties used by each Party to perform the services covered by this Agreement, providing express guarantee and indemnity pursuant to Article 1381 of the Italian Civil Code.

Anti-Corruption Laws mean, if and to the extent applicable: (i) anti-corruption or extortion provisions contained in the Criminal Code, Civil Code and other national laws and (ii) international laws and treaties on anti-corruption, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010.

In this context, each Party declares and warrants that, in relation to the Contract, neither the Party itself nor its employees or collaborators used to perform the services covered by this Agreement will make, authorize or promise to make, nor have ever made, authorized, agreed or promised to make or offer, payments, gifts, property, benefits or anything of value, directly or indirectly, to:

• public officials or public employees, including representatives of state-owned and state-controlled companies;
• political parties or their officials or candidates;
• any other person or entity;

for the purpose of obtaining or retaining business, or securing an improper commercial advantage in violation of Anti-Corruption Laws.

Each Party is required to promptly inform the other Party, and for the Operator through www.mcomsrls.it, if that Party becomes aware, directly or indirectly, of conduct that could determine a violation of the other Party’s Model 231 and/or Code of Ethics and/or Anti-Corruption Policy.

Failure, even partial, by either Party to comply with the rules and principles contained in the Model 231 and/or Code of Ethics and/or Anti-Corruption Policy, as well as the obligations set out in this article, constitutes a serious breach that entitles the non-breaching Party to request, by simple written notice also sent by fax, termination by operation of law with immediate effect pursuant to Article 1456 of the Italian Civil Code, without prejudice to any other legal remedy, including the right to compensation for damages suffered. The breaching Party also undertakes to indemnify, hold harmless and protect the non-breaching Party against any claim, damage or request, including legal costs, that may be brought by third parties against the latter in relation to such non-compliance.