This Code of Ethics and Business Conduct (this “Code”) describes the standards of ethical and business conduct expected of directors, officers and employees (collectively referred to herein as the “Employees”) of Boothclub Ltd (the “Company”). All Employees will be required to attest annually to their awareness and acceptance of this Code, and to affirm their compliance with its provisions.

This Code provides guidelines for ethical and professional conduct. Employees must exercise sound judgment and common sense in interpreting and applying these standards in any given situation. In cases of doubt, Employees should consult with an Officer of the Company.



The Company commits to creating a work environment and a business culture grounded in ethical behaviour. The Company is committed to:

  1. Fostering an environment of honesty and fairness.
  2. Providing a safe and healthy environment free from the fear of retribution.
  3. Respecting the dignity due to everyone.

The Company is committed to pursuing sound growth and earnings objectives and exercising prudence in using its assets and resources. The Company is committed to fair competition and the sense of responsibility required of a good customer and service provider.


The Company is committed to recruiting, training, developing, and retaining competent staff. All employment decisions, including hiring, promotion and transfer, must be made solely on merit, experience and other work-related criteria.

Employees want and deserve a workplace where they feel appreciated and garner knowledge and experience. The Company respects cultural diversity and will not tolerate harassment or discrimination – whether involving race, colour, religion, gender, age, national origin, disability, sexual orientation, veteran or marital status.

Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits the opportunity to achieve excellence in the workplace. All employees must contribute in creating and maintaining such an environment. Supervisors, managers, and other senior-level personnel are responsible for fostering a work environment that brings out the best in all employees. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behaviour.


Each Employee is responsible for maintaining accurate and complete records in their respective area of operations (finance, sales, information technology, customer service, software engineering, human resources). All transactions must be approved and executed according to internal control procedures and must be recorded in such a manner that facilitates the preparation of accurate financial statements.

Employees may not manipulate financial/customer/vendor accounts, records or reports or take any action or cause any person to take any action to influence, coerce, manipulate or mislead auditors to render the financial statements misleading.

Employees may not knowingly alter, destroy, mutilate, conceal, cover-up, falsify or make a false entry in any record, document or tangible object. Employees may not obstruct, impede, direct or influence the investigation or proper administration of any matter within the jurisdiction of any department or agency of the United Kingdom.

Employees who prepare, maintain or have custody of the Company’s records and reports should endeavour to ensure that these documents are: (i) accurate and complete; (ii) safeguarded from loss or destruction; (iii) retained for specified periods under lawful requirements: and (iv) maintained in confidence.

As required by the Department for Business, Energy & Industrial Strategy (‘BEIS”), the Company has established a process by which employees can report any complaints or concerns regarding the Company’s business practices. This includes the Company’s disclosure controls and procedures, and internal controls over financial reporting, to the extent relevant to their area of responsibility. Please refer to the Complaint Notification Policy for additional information.


The Company conducts its business in accordance with the applicable laws, rules and regulations of the cities and states where it does business. Ignorance of such laws, rules or regulations will not serve as a defence for non-compliance. Compliance with the law does not comprise our entire ethical responsibility. Instead, it is a minimum standard of performance of our duties.

Employees must comply with antitrust laws, which prohibit practices that restrain trade, such as price-fixing and boycotting suppliers or customers. They also bar pricing intended to drive a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.

The Company is a publicly-held company subject to the rules of FINRA, the Securities and Exchange Commission (“SEC”) and other national and state government agencies and statutes such as the BEIS. These entities have issued specific rules governing transactions in the Company’s securities.


Employees must give their complete loyalty to the best interests of the Company. They should avoid any action that may involve, or may appear to apply, a conflict of interest with the Company. A “conflict of interest” exists when a person’s private interests interfere with the interests of the Company. Examples of conflict of interest include:

• Employment with a current or potential competitor while employed by the Company.

• Acceptance of gifts, payment, or services from those seeking to do business with the Company.

• Placement of business with a firm owned or controlled by an Employee or their family.

• Ownership of, or substantial interest in, a company that is a competitor, client or supplier.

• Acting as a consultant to a customer, client or supplier.

Employees must report any circumstances that constitute or could create a conflict of interest in writing.

If a potential conflict of interest exists, it must report in writing to the Company’s board of directors for approval. Potential conflicts of interest involving executive officers or directors must be reported to the Audit Committee for approval.

For the terms in this Code, the term “investment” or “ownership” means any investment beneficially owned by the Employee, their family member, nominee, or another person through which the Employee derives an economic benefit. However, the term “investment” shall not mean any beneficial ownership of up to five per cent (5%) of the outstanding securities of a publicly-held company that is a customer, supplier, contractor, or competitor of the Company.


Employees should not (i) take any business, commercial or other opportunities for themselves to discover and perform their job with the Company and /or through the use of Company property, information or position; (ii) use Company property, information, or position for personal gain; or (iii) directly compete with the Company. Employees owe a duty to the Company to advance its legitimate interests when the opportunity arises.


Officers and employees should avoid outside employment or activities that impair the adequate performance of their obligations to the Company, either because of excessive demands on their time or because the outside commitments constitute a drain away from the Company of their talents and creative energies.

Reasonable participation in a trade association, professional society or charitable institution will not be considered a violation.


The Company strives to outperform its competitors fairly and honestly. The Company will work diligently to gain a competitive advantage. However, employees must always compete ethically and fairly. Practices such as industrial espionage, theft, bribery, or forgery are prohibited. Employees shall not seek confidential information from a new employee who recently worked for a competitor or misrepresent their identity to get confidential information from a competitor. Any form of questionable intelligence gathering is prohibited.

Employees should respect the rights of and deal fairly with the Company’s customers, suppliers and competitors. Employees should never take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentionally unfair business practices.


The purpose of business entertainment and gifts in a commercial setting is to create goodwill and build effective working relationships. The sale and marketing of our services should be free from perceptions that favourable treatment was sought, received, or given in exchange for gifts or favours. No gift or favour should be given, provided or accepted by any Employee, family members or agents unless it: (1) is consistent with customary business practices, (2) is not excessive in value, (3) cannot be construed as a bribe or payoff and (4) does not violate any laws or regulations. Employees may accept small gifts or favours that would be considered common business courtesies. However, no Employee should accept a gift or favour that might influence, or appear to influence, a business decision. Employees must report to their supervisor whenever a gift or favour is received.

An Employee shall never accept travel, holiday arrangements, or similar favours or gratuities. Attending sports or theatrical events with and as a guest of a supplier or receiving sports or theatre tickets for personal use is acceptable if kept within reasonable limits.

What is acceptable practice in the commercial business environment may be against the law or the policies of national, state or local governments. Therefore, no gifts or business entertainment of any kind may be given to any government employee except for items of nominal value (i.e., pens, coffee mugs, etc.).

In addition, the Foreign Corrupt Practices Act (FCPA) prohibits the Company or anyone acting on its behalf from making a payment or giving a gift to government officials to obtain or retain business. The FCPA applies to the Company everywhere in the world where we do business, whether directly or indirectly.


Business integrity is a crucial standard for selecting and retaining consultants, agents, and representatives (collectively, “Third Parties”). Third Parties should inform the Company conducting business with high ethical standards. It expects the Third Parties to conduct themselves similarly when working on behalf of the Company. When deemed appropriate or required, Third Parties should be provided with a copy of the Company’s Code of Ethics and Business Conduct and required to certify that they will work with or on behalf of the Company in accordance with its provisions.


All information about the Company, including its business, operations and processes, stockholders, customers, and suppliers, should be considered confidential unless it is already known to the public. This includes, but is not limited to, confidential technology, proprietary information, trade secrets, business plans, documents, pricing and records. Without prior written authorisation, Employees should not acquire, use, access, copy, remove, modify, alter, or disclose confidential information to any Third Parties.

Suppliers, customers and competitors may divulge proprietary information to their business. The confidential nature of this information must be respected. Similarly, all Employees must respect the confidentiality of any former employer’s proprietary information and should not divulge or use such information unless written permission has been obtained.

Confidential information or materials must be returned to the Company upon termination of employment or association with the Company. All information developed or invented in connection with your employment, whether directly or indirectly, is owned by the Company. An employee’s unauthorised disclosure of confidential information will result in disciplinary action, including employment termination and/or prosecution under applicable law.


Proper use of Company property, information, resources, material, facilities and equipment is your responsibility. Use and maintain these assets with care and respect, guarding against waste and abuse, and never borrow or remove Company property without management’s permission. Company assets must be returned upon termination of employment.

Any discovery, improvement, or invention made or conceived by an employee, either solely or jointly with others, during employment with the Company, shall be the Company’s exclusive property, whether or not patentable or copyrightable.


The Company encourages employees to become involved in civic affairs and to participate in political activities. However, any involvement and participation must be an individual, on your own time and at your own expense. Contacts with governmental officials, whether direct or indirect, shall be maintained as proper business relationships. State law prohibits corporations from donating funds, goods, or services, directly or indirectly, to candidates for parliamentary offices — this includes employees’ work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions.


If the Board of Directors authorises an Audit Committee, the Audit Committee has the authority to enforce this Code of Ethics and Business Conduct as appropriate. The Audit Committee will report to the Board of Directors regarding this Code of Ethics and Business Conduct as appropriate.



It can sometimes be challenging to determine if a violation has occurred. Employees are encouraged to discuss the situation and seek guidance from their supervisor or manager.

Violations, suspected violations or reasonable faith concerns should be reported immediately to an executive officer or manager. All Employees are expected to cooperate in internal investigations.


Retaliation against an employee who reports violations will not be tolerated.


The provisions of this Code shall be strictly enforced. The Company views this Code as an integral part of conducting its business.


The Company shall enforce the Code through appropriate means of discipline. The disciplinary measures can range from counselling to termination of employment.

Employees may also be subject to disciplinary action if they (i) fail to use reasonable care to detect a violation, (ii) fail to divulge or withhold material information and (iii) approve or condone the violations or (iv) attempt to retaliate against those reporting violations.

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