Vendor Code of Conduct

Terms and Conditions for Vendors

The Vendor shall abide by the following terms and conditions:

2. 1. (Anti-Corruption)Vendor agrees to comply with all applicable anticorruption laws and the Vendor also agrees that it will not pay or give, offer or promise to pay or give, or authorize the promise, payment or giving directly or indirectly of any monies or anything of value to anyone, including but not limited to, any person or firm employed by or acting for or on behalf of any governmental customer, any government official or employee, any employee of state-owned or state-sponsored entities, any political party, any employee of any political party, any members or royal or ruling families, or any candidate for political office to corruptly (i) influence any official act or decision; (ii) secure any improper advantage; (iii) obtain or retain business, or to direct business to any person or entity, or (iv) for the purpose of inducing or rewarding any favourable action in any matter related to the subject of these Terms and Conditions or the business of Timezone Entertainment Private Limited (Timezone). Vendor further agrees that any payments that Vendor makes to third parties in the conduct of Timezone’s business shall be supported by written, complete and accurate invoices that shall be maintained by Vendor for the duration of these Terms and Conditions and made available to Timezone for inspection upon its request, and Vendor agrees it will promptly report to Timezone any potential or actual violations of any anticorruption laws relating to these Terms and Conditions or the business of Timezone of which it obtains knowledge and cooperate in good faith with Timezone in investigating any such violation.

    

   2. (Payments to Staff/Sub-Contractors and Compliance with Labour Legislations) The Vendor is responsible for compliance of all the applicable provisions of the following Statutes and the payment of all and any costs and liabilities associated with employment of its employees and/or its sub-contractors, who are deployed for rendering Services under these Terms and Conditions, including their salary, income tax, Central Provident Fund contributions, insurance, workmen's compensation, the Provident Fund and Miscellaneous Provisions Act, 1952, Employees State Insurance Act, 1948, Minimum Wages Act, 1948, Payments of Wages Act, 1936, Indian Stamp Act, 1899. Vendor shall also ensure compliance with the requirement of the Contract Labour (Regulation and Abolition) Act, 1970, the Child Labour (Prohibition and Regulation) Act, 1986 and any amendments thereof.

    

   3. (Relationship of the Parties) It is agreed and understood by both the Parties herein that the relationship embodied in these Terms and Conditions is that of principal to principal basis and neither Party is, nor shall be deemed to be an agent or partner of the other. It is expressly agreed and understood that the Vendor is supplying the goods/performing the Services under these Terms and Conditions as an independent contractor for Timezone and the Vendor is neither an employee nor an agent of Timezone. At no time will the Vendor hold itself out as an employee of Timezone.

    

   4. (Information and record keeping) Vendor shall: (i) where requested by Timezone, provide Timezone with such information as is reasonably required by Timezone to enable it to receive and make use of the Goods/Services; (ii) ensure that all information provided to Timezone is complete and accurate and consistent with all other information provided to Timezone; (iii) keep comprehensive records to evidence compliance with obligations, preserve these records for at least 3 years from creation (or longer if required by Applicable Law) and permit Timezone and its representatives (giving reasonable assistance where requested) to inspect and copy them; and (v) permit Timezone and its representatives to inspect relevant equipment, premises and to observe the performance of any Services. In each case, such provision of information, access or inspection shall: (i) be on reasonable notice; and (ii) be subject to reasonable arrangements to ensure that duties of confidentiality on the part of Vendor to their other clients and third parties are preserved.

    

   5. (Risk) The Vendor shall bear all risk of loss or damage to any part of the goods or services to be provided to Timezone at all times until the delivery.

    

   6. (Assignment) Vendor will not subcontract the Services, in whole or in part, without Timezone’s prior written approval. Vendor agrees to: (i) impose on Subcontractors obligations consistent with the terms of these Terms and Conditions, and (ii) ensure that Subcontractors comply with these Terms and Conditions. Vendor’s use of any subcontractor will not relieve, waive, or diminish any obligation which the Vendor has under these Terms and Conditions. Vendor is solely responsible for the acts or omissions of Subcontractors. In addition, Vendor is solely responsible for the payment of any compensation due or allegedly due to the Subcontractors, and Subcontractors may not seek payment (either directly or indirectly) from Timezone.

    

   7. (Export Compliance) Vendor will not export, re-export, resell, ship, divert, or cause to be exported, re-exported, resold, shipped, or diverted directly or indirectly any regulated material, including technical data, to any country for which the Indian Government, any agency thereof, or any other sovereign government, requires an export license or other governmental approval without first obtaining such license or approval. Vendor will provide Timezone with all information that may be required to comply with all export laws, including applicable export control classification numbers, and documentation substantiating Indian and foreign regulatory approvals. Vendor will comply with the Indian export controls regulations and will obtain all export licenses that may be required before releasing export-controlled goods or services to its foreign national personnel, and ensure that none of its personnel working under these Terms and Conditions are identified on the Indian Government export exclusion lists.