Global Code of Conduct

 

COMPANY COMMITMENT

Responsibility is something we at Cyncly (the “Company”) are proud to embrace in our everyday actions. Responsible business activities are crucial for achieving sustainable financial results. We strive to comply with all laws and regulations that apply to our operations in the countries where we do business. All our operations are built on trust between the Company, our customers and our business partners.

APPLICABILITY

The Company and its employees are committed to complying with the principles and practices described in this code. We also expect our business partners to operate responsibly and comply with this code. Responsibility starts with each of us, and this code should guide us in our day-to-day choices and activities. Together we must ensure that the Company Code of Conduct is brought into action.

STANDARDS

1. SOCIAL RESPONSIBILITY

1.1 Anti-discrimination, equality & diversity

We are committed to the principle of equal opportunity in employment. Accordingly, we are committed to treating each other fairly and with respect, including not making any employment-related decisions based upon a person’s race, culture, colour, gender, national origin, age, religion, citizenship status, disability, medical condition, sexual orientation, pregnancy, marital status, or any other basis protected by law.

As a global entity the Company values diversity in the workforce and the principles of equality and fairness in employment. We have managers with leadership responsibility across continents and teams collaborating on a worldwide basis, often virtually. Our employees bring unique backgrounds and perspectives, which generates creativity and growth which adds tremendous value to the Company. We fundamentally believe that to operate successfully in the global marketplace, we need to embrace diversity in every aspect of our business.

We are committed to providing equal opportunities for all our employees and applicants by creating an environment where discrimination in hiring, promoting, and discharging is not tolerated. In addition, job training, referral, and other aspects of employment should not be based on any characteristic protected by law. We strive to include competitive talent from all segments of the population. We are committed to ensuring that these principles are upheld through actions in day-to-day transactions and should you at any point feel that these values are not being upheld or met, please contact Shiv Vyas shiv.vyas@cyncly.com.

1.2 Modern slavery and human trafficking

As a responsible corporation we support the protection of human rights around the world, and we are committed to promoting them in practice in all our operations. We do not tolerate human rights violations in any form. We do not tolerate the use of child labour, any form of forced labour or any other human rights violations in our supply chain.

We are committed to preventing modern slavery and human trafficking in our supply chains and recognise that as a global business we may be exposed to these risks across our operations, supply chain and customer relationships. We are committed to continuously implementing procedures to eradicate the risk of modern slavery or human trafficking in any part of our operations or supply chain. We use a variety of methods which allow us to undertake due diligence on our suppliers and ensure that we have appropriate policies and contractual terms in place with them to ensure they are held to a high standard in relation to how and where they subcontract or obtain supply. We expect that our suppliers will maintain an active view on the inherent risks of modern slavery in their supply chain and will conduct necessary due diligence.

1.3 Anti-harassment and anti-bullying

We are committed to creating a harmonious and safe working environment which is free from any form of harassment whatsoever, including sexual harassment, and bullying. We will not tolerate any unwelcome conduct that has the purpose or effect of creating an intimidating, offensive or hostile work environment. Harassment can include verbal or written remarks, physical actions or gestures, videos, or pictures. Bullying can be direct or indirect, either verbal, physical or otherwise which undermines an individual’s right to dignity at work, can include, but is not limited to threats, gossip, practical jokes, making unjustified criticisms.

We are committed to providing our employees with a harmonious and pleasant work environment and encourage respect for all members of our team, from management level to salaried employees and temporary workers. The respect for all employees’ dignity is a priority to us and must remain a priority for all members of the Company during day-to-day interactions.

We will not tolerate any form of harassment, violence or bullying on the part of any person within the workplace, regardless of the position this person holds, or any behaviour that is contrary to our values.

1.4 Health, Safety and the Environment

Health and Safety: We are committed to protecting the safety and wellbeing of our employees, customers, suppliers and any person visiting our premises.

We are fully committed to meeting our responsibilities under the Health and Safety at Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999 and any other applicable legislation to ensure the health, safety and welfare of all employees whilst at work. We will provide personal protective equipment, where required by the job at hand, and if any employee becomes aware of any potential hazard or unsafe working conditions, it is imperative that the employee raise this issue with us without hesitation or fear of reprisal.

A safe and productive work environment is also one that is free from alcohol, controlled substances, and illegal drugs. We will not tolerate any use or possession of the aforementioned by any employee, customer or business partner at our workplaces.

Environment: We are committed to operating in an environmentally responsible and efficient manner throughout our operations. We will comply with all applicable environmental regulations and engage in activities aimed at reducing water usage, energy consumption and greenhouse gas emissions. We are committed to having systems in place to ensure the safe handling, movement, storage, recycling, reuse or management of waste, air emissions and wastewater discharges during our operations.

2. CORPORATE GOVERNANCE

2.1 Business ethics and competition

We are committed to acting honestly in all our business affairs and ensuring that our employees and suppliers conduct themselves accordingly. We truthfully market and promote our products, services, and solutions, and make only fair, fact-based comparisons between our products, services, and solutions and those of our competitors. We do not mislead, misrepresent, or misstate the facts. We deal fairly with our business partners, suppliers, and competitors at all times.

No employee or representative should engage in any sort of illegal or unethical conduct. In particular, we must follow antitrust and competition laws when doing business. The objective of these laws is to preserve competition by prohibitingformal and informal agreements and practices that restrain trade. We do not discuss with competitors or customers, even casually: (i) the division or allocation of markets, territories, or clients; (ii) price or price-related information; or (iii) the boycotting of a third party. Any kind of agreement or understanding with our competitors to restrict full and fair competition is strictly prohibited.

Whenever we are involved in trade association activities or in other situations where there is communication among competitors, customers or suppliers, we must be especially alert to ethical and legal requirements and will not conduct ourselves in a manner that is unfair or anti-competitive.

2.2 Conflict of interest

A conflict of interest is a conflict between an employee or representative’s personal interests and the interests of the Company or one of our customers. Your personal interests and those of our business partners must never interfere with your ability to make sound, unbiased business decisions. A conflict may arise if you have personal, social, financial, political or other interests that could interfere with your responsibilities to the Company and our responsibilities to our customers. We are committed to avoiding situations that may create or appear to create a conflict of interest. You are to be especially careful when: directing or recommending that the Company business be referred to an outside company in which you may have a direct or indirect personal interest. You must immediately report any actual or potential conflict of interest to your supervisor or other escalation point for proper guidance.

Investing or otherwise participating in another business (except if publicly traded and if the ownership remains under 5%) or taking outside employment may also create a conflict of interest. Participation in competitive businesses; entering into personal transactions with our suppliers or clients on better terms than the ones generally available to us; and serving as a director, officer, consultant, or employee of one of the Company partners, suppliers, clients, or competitors are all conflicts of interest that must be avoided and reported as soon as they become known. We agree to never take personal advantage of a business or investment opportunity that we become aware of through your work for us. Conversely, you agree not to take personal advantage of a business or investment opportunity that you become aware of through your work with us, unless the Company has chosen not to pursue it.

2.3 Anti-bribery & corruption

We have a zero-tolerance policy towards any form of corruption or bribery. We will not obtain a business advantage through bribery, improper payments or any other illegal means. We will not accept, offer or give, directly or indirectly through third parties, anything of value to any person or organisation, whether public officials or not, to obtain or retain any undue advantage. We shall at all times comply with all applicable international and national laws, regulations and codes that prohibit any form of corruption. This commitment must be extended to the third parties to whom we may subcontract all or part of our tasks or services to or for the Company. We expect all our employees and representatives to uphold the above-mentioned standards and immediately report any dealings which could be viewed as corruption and bribery of which they may become aware.

We will not offer or accept gifts or hospitality in exchange for influencing business decisions. Employees, representatives and business partners are prohibited from offering or accepting any gifts or hospitality that may compromise their independence or judgment regarding a third party or that otherwise may be considered as or may reasonably appear to be inappropriate.

2.4 Whistleblowing/reporting

We are committed to conducting all of our business activities ethically, in accordance with applicable laws and regulations, and to the highest professional standards. We recognise that effective and honest communication is essential if concerns about breaches or failures of law are to be effectively dealt with and the Company’s success ensured.

Any activity violating this Code of Conduct or applicable laws may negatively affect the Company’s brand and stakeholders’ trust in the Company and may cause significant business, personal and social risks. It is the duty of each of Company’s employees, representatives and business partners to immediately report any concerns or detected violations, and to request assistance from their escalation path at the Company where necessary. Where you are reporting concerns or violations relating to your escalation path, please report directly to Legal or Human Resources.

We prohibit any form of retaliation for good faith reporting of a potential or actual violation of this Code of Conduct, our Company’s requirements or applicable laws. There will be no discrimination or repercussions against anyone for making a report in good faith of actual or suspected non-compliance. Reports will be treated confidentially and anonymously if requested.

Instances of non-compliance may be notified to Shiv Vyas at shiv.vyas@cyncly.com.

2.5 Record management

We are committed to maintaining honest and accurate business records. This enhances the Company’s ability to make responsible business decisions and meet legal, financial, regulatory and management obligations.

We follow the records retention guidelines which have been specifically codified to ensure our compliance with both legal and internal obligations. We cooperate with audits, internal or external litigation, and government investigations where our records and other evidence are required.

We consider that to conceal, lie, alter, or destroy information as part of an auditor investigation is a serious offense which may lead to termination and criminal prosecution. You have a duty to immediately report instances where you believe records are improperly managed. You are also required to immediately report that an external investigation may occur or is already underway, only if legally permitted to do so.

2.6 Accounting and financial reporting

We are committed with complying with the Accounting and Financial Reporting Standards applicable to us.

We must ensure that the information in our financial records is full, fair, accurate, timely, and understandable. This means that we: (i) accurately record all assets, liabilities, revenues, and expenses; (ii) follow all internal control procedures and processes; (iii) never make false or artificial journal entries; and(iv) never establish unsupported reserves or accruals. In all circumstances, we must avoid exaggerations, derogatory characterizations of people or companies, and drawing legal conclusions in business records and in any type of internal or external communications.

Should you believe that any of the above is occurring or suspect that it may be occurring, please follow the escalation pathway or share any complaints to ShivVyas at shiv.vyas@cyncly.com.

3. INFORMATION SECURITY

3.1 Confidentiality and information security

We expect high standards of information security regardless of whether the information is ours, our customers or business partners. We are committed to maintaining the confidentiality, integrity and availability of information, protecting information assets and raising and maintaining security awareness. We respect the intellectual property and protected information of others. We may learn confidential or commercially sensitive information directly from a customer or while you are performing your jobs. Confidential information comes in many forms, including in conversation, on paper or electronically. You must take every available measure to preserve the confidentiality of Company and customer data. We expect each employee and business partner to prevent disclosure of confidential information and to protect access to Company data.

The Company’s computer and communication resources provide substantial benefits, but also present significant security and liability risks to you and to the Company. When using information and telecommunication technologies belonging to the Company, you should read, understand, and comply with the ICT Policy, Information Security Policy, and Internal Communications and Use of Intranet policies and guidelines.

3.2 Data protection and privacy

We respect the privacy of our employees and ensure the proper collection and use of their personal information. We are fully committed to comply with applicable data protection legislation and have implemented data protection and privacy policies in line with all relevant legislation in the jurisdictions in which we operate. We will only collect information which is relevant for the specified purpose and not use it more widely for unrelated purposes. We have procedures in place to maintain the accuracy of personal information collected and to keep it up to date. We will not hold personal information for any longer than is necessary. We will ensure that we use appropriate security measures to protect any personal information from unauthorised access, use and loss. You must promptly report any loss theft or inappropriate disclosure of personal information in accordance with applicable laws and our Company policies.

We expect that the persons processing personal information on our behalf will not disclose personal information they have accessed without lawful justification. These parties must also ensure that personal data is not transferred outside of the applicable territory to other countries without an adequate level of protection or our consent. You have an obligation to take all reasonable precautions to protect personal data against loss, theft, misuse, unauthorised access, disclosure, alteration or destruction by using the Company policy and all other avenues as expressed in our Data Privacy Policy.

3.3 Social media communications

We encourage all our employees, representatives and business partners to support our business strategies by becoming ambassadors of our organisation while remembering that social media refers to any communication in the public eye, written, photographed, or recorded, that enables users to create and share content or to participate in social networking. Social media use is allowed in the workplace as long as it is a means to further our business and does not harm our global reputation, slow productivity, or create any legal, confidentiality or security risks for which we might be held responsible.

We require employees, representatives and business partners using social media sites to refrain from making any comments or engage in discussions which could adversely affect the Company or the Company’s reputation, or that of our customers and suppliers. It is also prohibited to breach discrimination legislation or harass or bully an employee or other member of the public.

You must not share any confidential or sensitive Company information on social networks. You are personally responsible for all content posted on your social media or other accounts. All passwords must remain secure, and you must never leave accounts open whilst you are away from your devices. You are reminded that regardless of the social network used, or privacy settings activated, everything posted on the internet has the potential to become public and widespread. All social media posts should be carefully considered to ensure they fit with the image you and the Company want to share online. You may also be required to remove content created or shared by you if the Company considers such posts to be a breach of this policy.

4. TRADE

4.1 Trade control compliance

We are committed to complying with all applicable trade control laws and regulations and regulations that apply to us, wherever we do business and requires our employees, representatives and business partners to be vigilant when providing products and services between territories.

We provide our products and services in many countries and are aware that trade restrictions apply to the international trade of software and technology. Whenever we export our products and services from one country to another, we consider the nature of the item, the countries of origin and destination, and the end user and end user. We ensure that we have obtained necessary licenses and verify the recipient’s eligibility, and whenever we are precluded from dealing directly with some individuals or countries, we do not do business with such individuals or countries either directly or indirectly using a third party. We understand that failure to comply with these trade restrictions may result in loss of the right to export, civil and criminal charges, and penalties.

4.2 Sanctions

We are committed to strict compliance with all applicable U.S. and non-U.S. sanction laws. We are prohibited from selling any Company products or services to a country or region that is subject to a comprehensive embargo under the trade control laws of the U.S, Canada, UK and Europe.

In order to comply with U.S. Department of the Treasury Office of Foreign AssetsControl’s (“OFAC”) sanctions, the Company is prohibited from engaging in transactions with the following foreign countries and regions: Cuba; Iran; North Korea; Syria; Russia; Crimea, Donetsk and Luhansk regions of Ukraine; and Venezuela (limited to the Government of Venezuela).

The Company is also prohibited from engaging in any transactions or dealings with nationals and governments of those countries. In addition, the Company is prohibited from transacting with persons and entities that are identified as Specially Designated Nationals (“SDNs”) on the SDN List. Also prohibited are any transactions that involve entities in which one or more SDN has a 50% or greater interest, even if such entities are not identified on the SDN List.

OFAC maintains additional lists, collectively known as the Consolidated Sanctions List, which combines a number of other OFAC lists that impose prohibitions different than those imposed by the SDN list. The Company may be prohibited from transacting with persons and entities on the Consolidated Sanctions List, depending on the nature of the sanction imposed on the listed person or entity. A combined, searchable list including all OFAC-restricted parties can be found at https://sanctionssearch.ofac.treas.gov/.

The OFAC sanctions regimes also prevent U.S. persons and entities from “facilitating or assisting” foreign affiliates or companies to engage in transactions that would be prohibited if engaged in directly by a U.S. person. In general, the Company, its employees and business partners should not assist or otherwise participate in transactions with another entity that involves an OFAC-restricted party or country. You must be vigilant in ensuring, as far as possible, that no dealing with any persons or entities on the above-mentioned lists is conducted. If you have concerns regarding any transaction you are involved in or are aware of, please immediately report these to the general council Shiv Vyas atshiv.vyas@cyncly.com.

5. GENERAL

Should you have any questions about this Code of Conduct or if there are any concerns relating to an activity which you believe needs to be reported or may have legal or reputational impact, please contact Shiv Vyas at shiv.vyas@cyncly.com.