Code of Ethics

This Code establishes the ethical principles that SHOLTI applies to its business activities and professional relationships.

It is intended to support responsible decision-making across SHOLTI's international B2B operations, including procurement, technology, commercial activities, fulfilment coordination and relationships with professional Buyers and suppliers.

The Code complements SHOLTI's contractual terms, Trade Compliance Policy, Privacy Policy and other applicable policies. It does not replace obligations imposed by applicable law or individual contractual arrangements.

SHOLTI seeks to conduct its business honestly, transparently and professionally.

Persons acting on behalf of SHOLTI are expected to:

• act in good faith;
• provide materially accurate information;
• avoid deliberately misleading business practices;
• respect contractual commitments;
• maintain appropriate professional standards; and
• raise material concerns where conduct may conflict with applicable law or these principles.

Commercial objectives do not justify unlawful, fraudulent or deliberately misleading conduct.

Authenticity is a fundamental principle of SHOLTI's business model.

SHOLTI does not necessarily source Goods directly from the brands or rights holders whose products may be displayed, offered or sold through its B2B channels.

SHOLTI may procure authentic branded Goods through independent professional commercial sources, including distributors, boutiques, retailers, wholesalers and other established professional suppliers.

Goods offered and sold by SHOLTI as original branded Goods are represented by SHOLTI as authentic.

SHOLTI does not knowingly purchase, offer or sell counterfeit Goods.

SHOLTI seeks to work with suppliers that can reasonably support the legitimate commercial origin and authenticity of the Goods they supply.

Where a reasonable authenticity concern arises, SHOLTI may request supporting information, investigate the matter, suspend the relevant transaction or supplier relationship, or take other appropriate measures.

The display, availability, offer or sale of Goods bearing a particular brand does not, by itself, indicate that SHOLTI has a direct commercial relationship with the relevant brand or rights holder or that SHOLTI is an authorised distributor, dealer, agent, representative, licensee, sponsored partner or otherwise officially affiliated with that brand.

SHOLTI supports fair and responsible commercial relationships.

SHOLTI does not consider fraud, deliberate misrepresentation, falsification of material information or other intentionally deceptive conduct acceptable business practices.

Commercial decisions may legitimately differ between Buyers or suppliers based on factors such as availability, market, purchase volume, supplier requirements, territory, commercial history, risk and other objective business considerations.

Different commercial terms do not, by themselves, constitute unfair treatment where they are based on legitimate commercial considerations.

SHOLTI values professional relationships with reliable suppliers and business partners.

When selecting or continuing relationships with suppliers, warehouses, 3PL operators, technology providers, logistics companies, brokers and other professional counterparties, SHOLTI may take into account:

• professional reputation;
• reliability;
• product authenticity;
• quality of information;
• operational performance;
• legal and regulatory considerations;
• Trade Compliance considerations; and
• consistency with responsible business practices.

SHOLTI expects business partners to provide materially accurate information and to conduct their activities in accordance with laws applicable to them.

SHOLTI's relationship with an independent supplier or other business partner does not make that party an agent, representative or employee of SHOLTI unless expressly agreed otherwise.

A material concern regarding fraud, counterfeit Goods, corruption, deliberate misrepresentation or other serious misconduct may result in review, restriction, suspension or termination of a business relationship.

SHOLTI seeks to maintain transparent and professional relationships with its Buyers.

Buyers are expected to provide accurate information relevant to their accounts and transactions and to comply with their contractual and legal obligations.

SHOLTI does not expect Buyers to misrepresent their identity, business activity, recipient, destination, end user or other material transaction information.

Commercial disputes and Claims should be addressed professionally, in good faith and in accordance with the applicable contractual framework.

Responsible international trade is an essential part of SHOLTI's business principles.

SHOLTI conducts its activities subject to applicable trade laws, sanctions, export-control requirements, customs rules and other mandatory trade restrictions.

SHOLTI may conduct compliance checks, request additional information or documentation, restrict particular transactions or refuse to proceed where necessary for legitimate compliance purposes.

Buyers and other parties involved in a transaction are expected to provide accurate information and must not use SHOLTI transactions to circumvent applicable trade restrictions.

Further information is provided in the SHOLTI Trade Compliance Policy.

SHOLTI does not tolerate bribery or corruption in connection with its business activities.

Persons acting on behalf of SHOLTI must not offer, promise, give, request or accept an improper payment, benefit or advantage intended to improperly influence a business or official decision.

This principle applies to dealings with both private-sector counterparties and public officials.

Gifts, hospitality or other business courtesies must not be used to improperly influence a decision or create an inappropriate obligation.

SHOLTI may refuse or terminate a business relationship where credible concerns involving bribery or corruption cannot be satisfactorily resolved.

Persons acting on behalf of SHOLTI should avoid situations in which personal interests improperly interfere, or appear to interfere, with their professional responsibilities to SHOLTI.

Potential material conflicts of interest should be disclosed where they could reasonably affect a business decision.

SHOLTI personnel and representatives must not improperly use confidential information, supplier relationships, Buyer relationships or business opportunities obtained through SHOLTI for undisclosed personal benefit.

SHOLTI respects confidential and commercially sensitive information received in the course of business.

This may include:

• non-public prices and discounts;
• supplier information;
• Buyer information;
• Private Offers;
• commercial agreements;
• business strategies;
• technical information;
• API or integration information; and
• other information reasonably understood to be confidential.

Such information should be accessed, used and disclosed only for legitimate professional purposes and with appropriate regard to applicable contractual and legal obligations.

SHOLTI likewise expects Buyers and business partners to respect SHOLTI's confidential commercial information.

SHOLTI seeks to process personal data responsibly and in accordance with applicable data-protection requirements.

Access to personal information should be limited to legitimate business purposes and appropriate organisational or technical safeguards should be applied where relevant.

Personal data must not knowingly be accessed, disclosed or used for improper purposes.

Further information concerning SHOLTI's processing of personal data is provided in the Privacy Policy.

SHOLTI supports professional relationships based on dignity and respect.

Harassment, threats, abusive conduct and unlawful discrimination are inconsistent with SHOLTI's standards of professional conduct.

Employment and professional decisions should be based on legitimate business considerations, professional capability, performance, conduct and applicable legal requirements.

These principles extend, where relevant, to interactions with Buyers, suppliers, contractors and other professional counterparties.

SHOLTI respects intellectual property, confidential information and other legitimate rights belonging to third parties.

Brand names, trade marks, product images and other protected materials may be used for legitimate purposes relating to the identification, presentation and resale of authentic Goods, subject to applicable rights and legal requirements.

SHOLTI does not necessarily have a direct commercial relationship with the brands or rights holders whose Goods are displayed, offered or sold through its B2B channels.

The display, availability, offer or sale of Goods bearing a particular brand does not represent or imply that SHOLTI is an authorised distributor, dealer, agent, representative, licensee, sponsored partner or otherwise officially affiliated with that brand unless SHOLTI expressly states otherwise.

Nothing on the SHOLTI website, B2B platform, API, catalogue, Private Offer or other commercial channel should be interpreted as a representation of official brand affiliation solely because a brand name, trade mark, image or authentic branded product appears there.

SHOLTI expects equivalent respect for its own technology, content, confidential information and other legitimate business assets.

SHOLTI encourages good-faith reporting of serious concerns relating to suspected:

• fraud;
• counterfeit Goods;
• bribery or corruption;
• material Trade Compliance violations;
• misuse of confidential or personal information;
• serious professional misconduct; or
• other material violations of these principles.

Reports should contain sufficient information to allow the concern to be reasonably assessed.

Concerns may be reported to:

SHOLTI OPERATIONS LLCTbilisi, GeorgiaCompany No. 405883487contact@sholtioperations.com

SHOLTI will determine the appropriate review or response based on the nature and circumstances of the matter.

Good-faith reporting does not guarantee a particular outcome, but concerns will be considered in accordance with applicable law and SHOLTI's legitimate business interests.

This Code provides principles for responsible business conduct and does not create a guarantee that SHOLTI will establish or continue a commercial relationship with any particular person or company.

Where SHOLTI identifies credible evidence of serious misconduct, it may take proportionate action, including requesting additional information, reviewing a transaction or relationship, restricting access, suspending cooperation or terminating a business relationship, subject to applicable law and contractual obligations.

The appropriate response will depend on the seriousness of the conduct, the available information and the circumstances of the particular case.

SHOLTI may update this Code from time to time as its operations, legal requirements and responsible-business practices develop.