The Veolia group applies a sustainable development policy which aims to promote human rights, to facilitate social welfare and to preserve the environment.

In this context, all suppliers of the Veolia ANZ Group undertake to scrupulously respect the principles set out in the following documents:

• Veolia Supplier Code of Conduct

• Veolia Purpose 

The Supplier commits to providing Veolia with any information that might be required in this context and to take into account any recommendation that Veolia could address to comply with it.

The Parties hereby undertake to strictly comply with any applicable regulations regarding business ethics, including regulations prohibiting the bribery of public or private officials, influence peddling, money laundering, including the French Anti-corruption law known as “Sapin II” of 9 December 2016.
 

The Parties undertake to put in place and implement all necessary and reasonable policies and measures to prevent corruption.

The Supplier undertakes that the amounts paid in execution of this Agreement shall be for the sole purpose for compensating the Supplier for the supplies and services stipulated. It declares that, to its knowledge, none of its representatives or persons performing services on its behalf under this Agreement shall offer, give, solicit or receive any benefit whatsoever to/ from a public or private legal person, natural person (including public official)  with the intention of committing any of the infringements mentioned in the first paragraph above. 

If the Client has reasonable grounds to consider that this clause has been breached, the Client may suspend, upon simple notification, without notice, performance of this Agreement, for the time necessary to verify the situation, without incurring its own liability or incurring an obligation towards the Supplier. The Parties mutually undertake to carry out the necessary verifications by cooperating in good faith.
 

In case of a proven breach, the Client may terminate the Agreement without notice and without liability.
Compliance with this clause is one of the essential obligations of the Agreement.
 

The Supplier shall not use Veolia data or its employees personal data to develop, train or re-train, distil, retrain a pre-trained model (i.e. fine-tuning), teach, test, improve or validate any artificial intelligence, machine learning algorithm or any similar technology including supplier-managed Gen AI. 

The Supplier may otherwise use AI or Gen AI to provide the services subject to the following obligations and in such a case: 

• Undertakes to ensure that training data is accurate and free of any IP rights. It must implement all necessary preventive and corrective measures to limit bias, inaccuracy or hallucination;
• Shall transfer to Veolia all IP rights to any output thus generated for the provision of the services under this Agreement;
• Undertakes not to use any model presenting an unacceptable, high risk of infringing the fundamental rights and freedoms of individuals as described in Article 5 Title II of the regulation of the European Parliament and of the Council laying down harmonized rules on artificial intelligence and amending certain union legislative acts (“EU AI Act”) of February 2, 2024 or presenting any systemic risk;
• Ensures that the content generated by Gen AI can be clearly identified as such. 

The Supplier may use AI or Gen AI with Veolia data or its employees personal data, subject to the following conditions:

• Obtain prior written approval from the Client which the Client can accept or refuse at its sole discretion;
• If necessary, the Client can subject its approval to the compliance with strict measures of architecture, security and confidentiality assessed through the Client’s internal process of Design and Legal Assessment (DLA);
• Use only a tenant dedicated to the Client with a logical partitioning of Veolia data;
• Provide, at any time and upon request by the Client, all evidence necessary to demonstrate its compliance with the provisions of this clause. 
   

Authorised Supplier/Service Provider declares that it has taken reasonable measures, in accordance with good professional practices, to identify, prevent and, where appropriate, resolve conflicts of interest, in particular those likely to arise from the patrimonial, professional or moral interests it holds directly or indirectly.
Authorized Supplier/Service Provider declares that, to the best of its knowledge and at the date of signature of this Contract and/or any Implementation Contract and/or any Order, the performance of its Services does not present any risk of conflict of interest, either towards VE  and/ the Beneficiary or towards any other third party

If, at any time during the performance of its Services, the Authorised Supplier/Service Provider is informed of the existence of a conflict of interest, it undertakes to immediately inform VE and/or any Beneficiary in writing, to inform it beforehand of the methods by which it intends to resolve the said conflict and of its effective resolution. It also undertakes to respond promptly to any request for information from VE and/or any Beneficiary on this point and to provide the requested justifications, if any.

If VE and/or any Beneficiary, informed by the Authorised  Supplier/Service Provider or by its own means, considers that the conflict of interest situation results from misconduct by the Authorised  Supplier/Service Provider, in particular as a result of,

• its failure to declare or its incomplete or late declaration or,
• insufficient corrective actions,

It shall have the right to interrupt the execution of this Contract and/or any Implementation Contract and/or any Order and, if necessary, terminate them by simple letter, without liability for damages and without prejudice to its right to any damages.

Authorised Supplier/Service Provider undertakes, where applicable, to implement all the obligations arising from this article to, on the one hand, its board and directors and, on the other hand, its employees and third parties involved in the performance of this Contract and/or any Implementation Contract and/or any Order.
 

Sanctions

“Sanctions” means the international economic and financial sanctions (i.e. trade embargoes, asset freezes and other similar restrictions on doing business with a country, territory or person) that are administered, enacted or enforced by the United Nations, the European Union,  the USA or other relevant authority with regard to the Contract. For the avoidance of doubt, (i) “international economic and financial sanctions” will not include penalties or restrictions relating to tax, antitrust, anti-corruption or anti-money laundering matters and (ii) “administered” or “enforced” relates to a final regulation, order, judgment or award, as the case may be.

The Parties and to their knowledge any of their directors conduct their activities in a manner which the Parties consider to comply, in all material respects, with any law or final regulation having the force of law and applicable to them and which enact Sanctions.
The Parties hereby undertake to put in place and implement all necessary and reasonable policies to comply with Sanctions law and regulations especially but not limited to the Sanction enforced by the above mentioned authorities.

The Parties acknowledge that, to their best knowledge based on reasonable due diligence, any product and service, component and amount arising from this Contract will not, neither directly nor indirectly, relate to entities or natural persons located in Cuba, Iran, North Korea, Russia, Belarus and Sudan.

If a Party has reasonable grounds to consider that this clause has been breached, this Party may suspend, upon simple notification, without notice, performance of this Agreement, for the time necessary to verify the situation, without incurring its own liability or incurring an obligation towards the other Party. The Parties mutually undertake to carry out the necessary verifications by cooperating in good faith.

In case of a proven breach, the non-defaulting Party may terminate the Contract without notice and without liability.

Export control.

Each Party shall comply with the export control laws, and import laws of the United States, the European Union and all relevant jurisdictions applicable to their respective activities governed by this Contract (collectively, “Trade Laws”).  Furthermore, the Parties represent and warrant that:

1. They will not use any Supplier technology in any Country or region subject to comprehensive restrictions or embargoes under Trade Laws including notably (i) Cuba, (ii) Iran, (iii) North Korea, (iv) Syria, (v) the Crimea, Donetsk, and Luhansk Regions of Ukraine, (vi) Russia and (vi) Belarus and will not provide any Supplier technology to any individual or entity subject to applicable restrictions under Trade Laws;
2. they will not use the Supplier technology in the design, development or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, unmanned air vehicle systems, or in any other manner prohibited by applicable Trade Laws; and
3. to their best knowledge, they are not prohibited under Trade Laws from participating in transactions within the scope of this Contract by any government agency. 

Veolia shall not directly or indirectly export any Supplier technology or provide any products or services using Supplier technology to:

(i) any country, destination or person to which the provision of such Supplier technology or products or services using Supplier technology would be prohibited by Trade Laws; or

(ii) any country or destination for which Trade Laws require government licenses or other authorizations without first obtaining such licenses or other authorizations.

Supplier shall provide Veolia or any relevant Beneficiary with any information related to the classification of the Supplier technology with regards to Trade Laws or any other information required for Veolia or any relevant Beneficiary’s license application

The provisions of this article will survive the expiration or termination of this Contract for any reason.

The Parties agree to provide reasonable assistance to each other with reference to compliance with Trade Laws upon written request.