Code of Conduct for contractors Exorigo-Upos S.A.

PREAMBLE

Exorigo – UPOS S.A. (hereinafter: “Exorigo-Upos”) in its action strives to maintain the highest ethical and professional standards and works in accordance with generally applicable law. The success of our activity largely depends on maintaining the trust of our partners, including contractors. The goal of Exorigo-Upos is to provide clients with technological solutions and services supporting their business goals, in particular in the field of digital transformation and sales implementation in the omnichannel model.
This Code of Conduct for Contractors (hereinafter: “Code”) is aimed at describing key rules and norms of conduct, which we expect from all business entities directly or indirectly connected economically or professionally from exorigo-upos. Compliance with these principles is of fundamental importance for building and maintaining mutual trust and a common value system.
This Code is based on values and principles that exorigo-upos are guided in its activities, including customer perspective, efficiency, teamwork, responsibility, effectiveness and credibility. In particular, the Code is based on the fundamental principles of exorigo-upos in the areas of human rights, personnel policy, business relations, corporate order and the environment, specified in the internal code of exorigo-upos.
The provisions of the Code are determined by minimal standards. District domestic and other binding regulations and regulations that apply in the country of conducting business activity. Of all applicable regulations, the one who provides further protection is always decisive.

Scope of application

The principles of the Code apply to all natural persons and business entities directly or economically or professionally connected with exorigo-upos. “Contractors” are understood as entities cooperating with Exorigo-Upos, including contractors, subcontractors, service and materials providers, advisers and intermediaries. Contractors undertake to transfer the practices and principles described in this Code to all entities constituting the cell of their supply chain, in particular subcontractors.

General rules for compliance with the law

The contractor conducts business activity in accordance with applicable law in all places of his actions.

Counteracting corruption and bribery

Exorigo-Upos cares about doing business without using pressure, corruption practices and any unlawful, unethical or illegal activity. In this respect, Exorigo-Upos observes all provisions and ordinances used. All kinds of corruption and bribery are absolutely prohibited. Exorigo-Upos and his employees do not offer gifts to any of the clients, colleagues, state officials to obtain or maintain business benefits or to influence their decision.

We expect a contractor:

He conducts its activity in an honest way and does not tolerate any forms of corruption, bribery, embezzlement, money laundering, downloading dishonest commissions, fraud, extorts, favoring the family or favoring friends;
Regardless of the circumstances, he never demands bribes and does not accept them, does not give bribes, does not propose them and does not accept the fact of their transfer, neither directly or indirectly. This means that he cannot, in no way, give persons performing a public function, EXORIGO-UPOS employees or their family, a client or any other person or entity any proposals for substantive or intangible benefits that interfere with applicable law or norms or norms referred to in the Code, or in a wrong way to influence them;
does not violate economic sanctions imposed by national and international legislation to which it is obliged to apply;
undertakes all necessary actions to conduct business only with entities with good reputation, which conduct their activities using funds from legal and documented sources;
warns legal provisions and regulations in the field of counteracting money laundering and financing of terrorism, and also makes due diligence in supply chain management;
prevents the financial support of terrorist activities and observes the applicable UN Sanction Regulations, the European Union and the Polish government;
reveals real beneficiaries in cases required by law;
It ensures that no part of the remuneration received on the basis of an contract with exorigo-upos will be used to finance unlawful or unethical business practices, and in particular to transfer undue financial benefits to public officials or business entities;
He does not participate in any actions that can be an attempt to circumvent anti -corruption regulations, regardless of their form.

Honest competition

Exorigo-Upos conducts its activity in a transparent way and respecting the rules of free and fair competition.

We expect a contractor:

He warns legal norms regarding the protection of the principles of fair competition, does not tolerate any violations of antitrust law and does not participate in the collapse of prices, delivery dates, conditions, strategies, relationships with clients or in other mechanisms limiting honest competition.
He does not participate in any other forms of cartel practices with competitors, such as the agreements on the division of the market and does not use information relevant from the point of view of competition law.
He does not urge or persuade employees or colleagues of Exorigo-Upos and does not take any actions aimed at taking over employees or co-workers of Exorigo-Upos.

Conflict of interest

Exorigo-Upos prevents the conflict of interest at all possible levels of the organization.

We expect a contractor:

does not participate and does not create a situation of conflict of interests or which may look like a conflict of interest;
undertakes actions aimed at avoiding conflicts of interest;
He will inform Exorigo-Upos of any cases of information about the conflict of interests in his cooperation with Exorigo-Upos or situations that may be a conflict of interest.

Gifts and invitations

Exorigo-Upos and his employees do not offer gifts to any of the clients, colleagues, state officials to obtain or maintain business benefits or to influence their decision.

We expect a contractor:

He respects the rules and warns policy regarding gifts and invitations in force in exorigo-upos;
He does not propose or accept gifts or invitations that may affect or may create appearances to influence the contractor or exorigo-upos business decisions.

Human rights and work standards

Exorigo-Upos works in accordance with applicable regulations of national and international law, including in the field of human rights protection. Our superior priority is the work environment free from all discrimination. Exorigo-upos applies a zero tolerance policy in the field of harassment, intimidation, coercion, mental or physical abuse, mobbing or sexual harassment. Exorigo-Upos respects the ban on employing people under 15 years of age and will take care of the special safety of young employees (15-18 years) if such people were employed.

We expect a contractor:

recognizes human rights and provides decent working conditions for working people;
provides its employees with safe, worthy and free from discrimination, the work environment;
He treats all employees fairly and with respect;
He takes responsibility for creating a work environment free of all kinds of discrimination, persecution, abuse, making unwanted sexual proposals and other improper behavior, including forms of violence;
warns the applicable labor law provisions competent for the place of business, and to the extent that he carries out activities resulting from cooperation with exorigo-upos on the territory of the Republic of Poland, competent provisions of Polish law;
He warns and respects the rights of all employees by ensuring equal opportunities for everyone regardless of age, disability, ethnic origin, marital status, gender, skin color, belonging to employee organizations, nationality, political views, religion or worldview, sexual orientation, pregnancy, social origin, other personal features or other objectively unjustified circumstances. In addition, the contractor is obliged to prevent and actively counteract all forms of discrimination;
It does not tolerate any forms of human trafficking, forced or compulsory work. The work must always be done voluntarily. It does not allow practices regarding the limitation of freedom by taking identity documents, passports, work permits as a condition of employment. Forced labor covers any work or a service that is required from a person under the threat of punishment and whose this person did not undertake a voluntarily;
He warns the ban on modern slavery and all other practices similar to slavery. This includes submission or other forms of exercising power or pressure in the work environment, such as extreme economic or sexual abuse, or humiliation;
He warns the ban on hiring children (people under 15). The minimum age of the employee cannot be lower than the age at which the statutory school obligation ends. Under no circumstances should minors be employed under 15 years of age (or 14 years old, if, according to the convention of MOP No. 138, it is allowed by national law);
In the case of employment of young employees (persons under 18 years of age and above the statutory minimum production age), he cares about the special safety and health of such persons, observing in this respect all provisions of generally applicable law. First of all, it provides safe working conditions, which do not pose in any way a threat to their physical and mental health and for development. By employing young employees, he sets the conditions in such a way that they do not interfere with school duties. Juvenile up to 18 years of age cannot work at night;
Provides employees with fair remuneration that is not lower than the minimum wage applicable. Salaries and other allowances must correspond to at least legal regulations and industry standards. Denuctions from remuneration are accepted only on terms and to the extent permitted by local law. Provides reliable recording of working time;
He warns national law in the field of working time and time to rest and non -working days. Employees do not work longer than specify the statutory permissible working time and use the restrictions provided for by the regulations. Leaders of work are observed. In addition, employees must not be required to regularly perform work over 48 hours a week, and including overtime – over 60 hours a week. In accordance with national regulations, overtime should be rewarded separately or returned in the form of free time. Each employee has the right to at least one day off after six successively successive work days;
He respects employees’ right to create or join organizations such as trade unions, employee councils and associations. Employees have the right to associate, in accordance with relevant provisions, in the form of trade unions and representation of employees. In addition, employees have the right to collective negotiations and the strike provided for by the provisions. Pursuing these rights by employees can under no circumstances be punished with repression.
provides its employees with a safe work environment and undertakes to strictly follow the relevant provisions in all places where he conducts its activities;
observes law in the field of occupational health and safety competent for the country of conducting, and to the extent that it carries out activities resulting from cooperation with Exorigo-Upos on the territory of the Republic of Poland, competent provisions of Polish law;
implements safety standards and good practices that prevent accidents, failures, fires and other events that can pose a threat in the workplace;
ensures that employees are properly trained and equipped with means to allow them to work safely, in particular, they undergo regular training in the field of occupational health and safety;
He undertakes disciplinary measures with respect for national law and generally recognized human rights. All unjustified disciplinary actions, such as suspending remuneration, social benefits or stopping documents (e.g. ID cards) or a ban on leaving the workplace;
He observes applicable land property rights and refrains from all forms of unlawful eviction or unlawful expropriation of land, forests and water reservoirs, whose use protects the means of maintaining one or several people.

Environment

Exorigo-Upos undertakes to comply with all applicable regulations and regulations regarding environmental protection. It takes actions to manage environmental issues, monitor and minimize the threats resulting from the activities of exorigo-upos. It strives to manage waste to prevent their formation, reduce, reuse, recycling, energy recovery. Plans to periodically verify the level of CO2 emissions and strive to reduce it.

We expect a contractor:

He strictly observes the provisions in the field of environmental protection and acts in a socially responsible manner and observes the rights of the country in which he operates. In particular in the scope of obtaining all required permits and licenses related to the operations and fulfilling all the resulting obligations related to reporting;
takes care of respect for the natural environment when performing its activities;
It implements activities aimed at minimizing the negative impact on the environment, with particular emphasis on the rational use of natural resources (including the desire to minimize carbon dioxide emissions, carbon trace and unit water consumption), implementation of energy -saving technologies, leading to an increase in the share of energy from renewable sources, implementation of protective activities for water environments. focused on eliminating pollution, reduction of emissions of pollutants into air, water and soil, taking initiatives related to climate protection and biological diversity;
He implements initiatives focused on the transition of the organization to the model of the closed circulation economy, in particular the possession of minimizing the amount of waste resulting in connection with the implementation of the subject of the contractor binding contract from Exorigo-Upos and their re-use or recycling. The contractor applies to all domestic and local regulations related to waste, including in terms of their transport, processing or storage;
warns standards of due diligence in the field of place management where he provides services, in particular maintaining order, effective removal of all kinds of waste and minimizing the negative impact of actions taken on local communities;
It monitors and converts, as far as possible, the carbon trail of his organization and the products produced or services rendered. It is recommended for measuring suppliers to perform, among others energy and water consumption, the amount of emissions into the atmosphere, waste and wastewater generated, and sharing this data at the request of exorigo-upos;
It works, as far as possible, based on low -emission technologies and products;
acquires raw materials, if possible, taking into account environmental criteria in purchasing decisions;
Accepts a systemic approach to environmental protection in its business activity, especially when its activities significantly affect the natural environment.

Confidentiality and protection of personal data

Confidential information includes all non-public information that has market significance, or whose disclosure could be harmful to exorigo-upos or useful for competition. Exorigo-Upos places great emphasis on compliance and protecting the personal data of our clients, employees, colleagues and other entities.

We expect a contractor:

properly protects confidential information as well as reserved provided to him by Exorigo-Upos in the course of cooperation;
retains all information about exorigo-upos or customers that would not be publicly made public;
makes due diligence to the issue of compliance with applicable regulations and regulations in the field of personal data protection;
ensures that his actions taken on personal data (e.g. their collection, registering, comparing, storage or deleting) take place in accordance with the law;
will conclude a separate contract for entrusting the processing of personal data with exorigo-upos, if he will process personal data on behalf of Exorigo-Upos as part of cooperation;
In the event of further entrusting data (suggestion), it will ensure that at least the same obligations in the field of personal data protection that have been imposed on Exorigo-Upos by its clients will be transferred to the hinter entity.

Compliance with intellectual property rights

Exorigo-Upos respects and protects intellectual property rights.

We expect a contractor:

respects intellectual property rights;
only uses software, equipment and IT technologies that have been legally acquired or for which the licenses were granted;
Uses software, hardware and content only in a manner in accordance with the associated licenses or conditions of use.

Violation system

The provisions of the Code are of fundamental importance to ensure a common system of values for the entire organization. We expect that each of the contractors will follow the Code as part of their duties and report all violations of the provisions of the Code.

Exorigo-upos provides an internal procedure for reporting violations.

We expect a contractor:

establish an internal system of reporting violations of the standards specified in the Code;
His employees, as well as other persons cooperating with the contractor on the basis of civil law contracts, will be able to report cases of violations of regulations, guidelines, the principles of the Code and other applicable regulations specifying mutual relations. Employees who report violations cannot be punished or discriminated against in this way;
The contractor and his employees may report cases of violations of regulations also to exorigo-upos, e.g. in writing, by sending a traditional letter to the following address: “Exorigo-Upos S.A., ul. Skierniewicka 10a, 01-230 Warsaw” with the note “signaling” or electronically to the following address: complianceofficer@exorigo-upos.pl.

Compliance with the Code and the consequences

Non -compliance with the provisions of the Code by each employee or colleague of the contractor is treated as a serious violation of trust.

We expect the contractor to get acquainted with this Code and will follow the rules contained in it.

We expect a contractor:

In the event of an emergency or possible violation of the Code of Procedure as part of his activity or in a supply chain, the contractor undertakes to immediately take all possible actions to stop, prevent or at least minimize the scale of this violation;
At our request, the contractor undertakes to implement the concept of stopping or minimizing the violation developed by Exorigo-Upos and cooperate in the development and implementation of a plan aimed at stopping, preventing violation;
Exorigo-Upos is authorized to an appropriate extent and based on the risk assessment for verification of compliance with the code. To this end, the contractor is obliged, at our request, provide all necessary information and enable exorigo-upos, after notifying, to conduct an audit on site at the contractor’s headquarters. Exorigo-upos may also order this audit to the third party obliged to maintain confidentiality. The compliance with legal provisions in the field of data protection and the secret of the contractor’s enterprise will be ensured. At the request, the contractor provides exorigo-upos appropriate permissions to the audit of the subcontractor, whom he involved;
In the event of a violation of the rules of conduct included in this Code and legal provisions, appropriate organizational mechanisms and measures arising from contracts and other legal provisions will be launched. The violation of the obligations arising from the Code entitles Exorigo-Upos, in particular to set the appropriate deadline to the contractor to remove the violation, and in the event of his failure to withdraw from the contract or terminate it. Setting a deadline is not necessary if the violation is serious;
Exorigo-Upos reserves the right to call contractors to explain in the event of Exorigo-Upos information indicating the possibility of violating the requirements of the Code.

All questions or doubts related to this Code can be reported using the communication channels indicated above.