About.

Vendor Code of Conduct Version 1.5

VENDOR CODE OF CONDUCT

Version: 1.5

Revision History

Version	Date (DD/MM/YYYY)	Prepared / Revised by	Reviewed By	Approved By	Reason for Change
1.1	17/09/2018	Bhupendar Bhandari	Management Committee	Managing Director	New Policy
1.2	22/02/2022	Bhupendar Bhandari	Management Committee	Governance Body	Revised
1.3	21/02/2023	Bhupendar Bhandari	Management Committee	Governance Body	No Changes.
1.4	20/02/2024	Bhupendar Bhandari	Management Committee	Governance Body	No Changes.
1.5	05/09/2024	Bhupendar Bhandari	Management Committee	Governance Body	Revised

Table of Contents

1	Objective and Background	Page 4
2	Legal and Regulatory Compliance	Page 4-5
3	Integrity, Fairness & Business Ethics	Page 5-6
4	Anti-Bribery & Corruption Compliance	Page 6-7
5	Employment Practices	Page 7-8
6	Conflict of Interest	Page 8
7	Compliance With the Vendor Code Of Conduct	Page 8-9

1. Objective and Background

• 1.1

  VELOCIS Systems Private Limited including all its subsidiaries and Group Companies (hereinafter called “VELOCIS”) empirically conducts lawful business with ethical business practices.

• 1.2

  We value our employees, customers, business partners, Vendors/ Suppliers/ Contractors and have a reason to believe that they are important in the growth and successive business achievements of VELOCIS.

• 1.3

  VELOCIS treats it’s Vendors as an integral part of the commercial business operations, having an identity of their own; however, it is a fact that business practices and actions of the Vendors can make an impact on VELOCIS, consequently it is important for the Vendors to strictly adhere to certain moral and ethical principles in their business operations to ensure sustained business growth of VELOCIS and the economy thereof.

• 1.4

  VELOCIS expects all Vendors, Suppliers, Service Providers (collectively, “Vendors” and each a “Vendor”) and their employees, agents, and subcontractors (Vendors’ employees, agents, and subcontractors shall hereinafter be referred to collectively as “Representatives”) to strictly adhere to the hereinafter enunciated Vendor Code of Conduct while conducting business with and/or on behalf of VELOCIS.

• 1.5

  Vendors should periodically train their Representatives to ensure they comprehend and subsequently comply with the enunciated Vendor Code of Conduct while performing all business contracts with and/or on behalf of VELOCIS.

2. Legal And Regulatory Compliance

All Vendors and their Representatives engaged by VELOCIS as a part of its business operations, are required to perform respective contracted business activities and operations in strict compliance with inter alia applicable laws and regulations of the respective countries. Notwithstanding, while conducting business with VELOCIS or on behalf of VELOCIS, in addition to any specific obligations, explicit or implicit under Vendor’s agreement with VELOCIS, all VELOCIS Vendors shall, without limitation and exception:

• 2.1

  Comply with all applicable trade controls, as well as all applicable export, re-export and import laws and regulations.

• 2.2

  Conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business.

• 2.3

  Comply with all applicable environmental laws and regulations regarding hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage, disposal, and release to the environment of such materials.

• 2.4

  Be honest, direct, and truthful in discussions with regulatory agency representatives and government officials.

• 2.5

  Comply with all applicable anti-corruption laws of the countries in which it does business (including anti-bribery laws, laws governing lobbying, gifts and payments to public officials, political campaign contribution laws, and other related regulations), and will not make any direct or indirect payments or promises of payments to foreign government officials or employees for the purpose of obtaining or retaining business on its own behalf or on behalf of VELOCIS or any affiliate, partner or customer of VELOCIS.

• 2.6

  Not to undertake any business or project that is detrimental to VELOCIS and or national interest.

3. Integrity, Fairness & Business Ethics

Vendors of VELOCIS and their Representatives shall conduct their business interactions and activities with unbridled integrity and in accordance with their obligations whatsoever under their specific agreements with VELOCIS. In addition to any specific obligations under Vendor’s agreement with VELOCIS, all VELOCIS Vendors shall, without limitation and exception:

• 3.1

  Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy.

• 3.2

  Obtain and hold all valid necessary statutory licenses and approvals for conduct of the business and successful performance of the contract with or on behalf of VELOCIS.

• 3.3

  Prepare and maintain accounts fairly and accurately in accordance with the accounting and financial standards generally and parochially acceptable.

• 3.4

  Create, retain, and dispose of business records in full compliance with all applicable legal and regulatory requirements.

• 3.5

  Protect, safeguard and responsibly use both the physical and intellectual assets of VELOCIS including but not limited to property, supplies, consumables and equipment when authorized by VELOCIS to use such assets.

• 3.6

  Use VELOCIS provided information technology and systems (including e-mail) only for authorized VELOCIS business-related purposes. VELOCIS strictly prohibits Vendors and their Representatives from using VELOCIS provided technology and systems to create, access, store, print, solicit, or send any material whatsoever that is illegal, intimidating, harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate and/or send any false, derogatory, or malicious communications using VELOCIS provided information assets and systems.

• 3.7

  Comply with all VELOCIS requirements for maintenance of passwords, confidentiality, security, and privacy procedures as a condition of providing VELOCIS with goods or services or receiving access to VELOCIS’s internal corporate network, all systems and buildings. All data stored or transmitted on VELOCIS owned or leased equipment is to be considered private and is the property of VELOCIS. VELOCIS may rightfully monitor use of all the corporatenetworks and all systems (including e-mail) and/or access all data stored or transmitted using the VELOCIS network.

• 3.8

  Strictly comply with the intellectual property ownership rights of VELOCIS and others including but not limited to copyrights, patents, trademarks, and trade secrets.

• 3.9

  Use software, hardware and content only in accordance with their associated license or terms of use.

• 3.10

  Vendor and or Representative(s) will speak to the press and or media or whosoever on behalf of VELOCIS only after being expressly authorized to do so in writing by VELOCIS and strictly adhere to the terms of VELOCIS’s Social Media Policy.

• 3.11

  Vendor and or Representative(s) shall use good conscience, judgment, discretion, and moderation while offering any gifts and or entertainment to VELOCIS employees.

• 3.12

  Appearance of and or actual improprieties and/or conflicts of interests have to be avoided without exception. Vendor and or Representatives shall forthwith disclose actual or potential conflict of interest to VELOCIS. A conflict of interest may arise where directly or indirectly (a) an employee of the Vendor/Representative is in a position to derive a personal benefit or a benefit to any of his relatives including spouse by making or influencing decisions relating to any business transaction and or (b) VELOCIS’s best interest cannot be judged or exercised independently.

• 3.13

  Commercially dealing directly and or indirectly in the course of negotiating the Vendor agreement or performing the Vendor’s obligations with spouse, domestic partner, or any other family member or relative of an employee of VELOCIS is strictly prohibited.

• 3.14

  Avoid insider trading by buying or selling VELOCIS’s or another company’s stock when in possession of information about VELOCIS or another company that is not available to the investing public and that could influence an investor’s decision to buy or sell stock.

• 3.15

  Engagement in activities that generate or support formation of dominant market positions, monopolies and similar unfair trade practices is strictly impermissible.

4. Anti-Bribery & Corruption Compliance

All Vendors and their Representatives of VELOCIS shall not use any money and or other consideration paid by VELOCIS for any unlawful purpose, including any purposes violating the applicable anti-bribery anti-corruption laws, such as making direct or indirect payments or giving anything of value, in connection with the services, proposed services, or Vendor’s business dealings on VELOCIS’s behalf, for the purpose of assisting VELOCIS in obtaining or retaining business, to any of the following:

4.1 Government / Public Official

Government / Public officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business);

• - Political parties or officials of political parties.
• - Candidates for political office; or
• - Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any of the above-identified persons or organizations.

4.2 Gifts & Gratuities

Any Vendor and or its Representative or their immediate family member must not directly or indirectly give any gifts or gratuities of any kind, to anyone current or potential client, business partner or other service provider. For purposes of this policy, “gift” includes supplier or vendor or partner paid travels, vouchers, cash, items, vacation package, tickets to sporting or cultural events, concert tickets, and similar spectator or participatory activities. Vendor or its Representative must inform the VELOCIS employee’s Reporting Managers prior to giving the said gift within the defined value limit. Any exceptions must be approved by the Code of Conduct Administration Body of VELOCIS.

5. Employment Practices

VELOCIS expects its Vendors to share its commitment to human rights and equal opportunity in the workplace. VELOCIS Vendors shall conduct their employment practices in full compliance with all applicable laws and regulations. All VELOCIS Vendors shall, without limitation and or Exception:

• 5.1

  Comply with VELOCIS’s commitment to a workforce, free of harassment and unlawful discrimination. While we at VELOCIS recognize and respect cultural differences, we believe that Vendor and or Representative companies should not engage in discrimination in hiring, compensation, access to training, promotion, termination or retirement based on race, color, sex, national origin, religion, age, disability, gender identity or expression, marital status, sexual orientation, or veteran status.

• 5.2

  Provide a safe and healthy work environment and fully comply with all applicable safety and health laws, regulations and practices. Adequate steps shall be taken to minimize the causes of hazards inherent in the working environment.

• 5.3

  Prohibit the use, possession, distribution, and/or sale of illegal drugs while on VELOCIS owned or leased property.

• 5.4

  Use only voluntary labor. The use of forced labor whether in the form of indentured labor, bonded labor, or prison labor by a VELOCIS Vendor and/or its Representatives is prohibited.

• 5.5

  Comply with all local and national laws on minimum working age and not utilize child labor. Workers under the age of 18 cannot perform hazardous work and may be restricted from night work, with consideration given to educational needs.

• 5.6

  Not engage in physical discipline or abuse. Physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation is prohibited.

• 5.7

  Comply with applicable wage laws including minimum wages, working hours, overtime payments, etc. and keep proper records of employment. Vendors should provide all benefits required under laws and regulations including PF, ESI, etc.

6. Conflict of Interest

• 6.1

  VELOICS vendors should not have any Current or prior conflict of Interest. That the vendor has no business, professional, personal, or other interest, including, but not limited to, the representation of other clients, that would conflict in any manner or degree with the performance of its obligations under an agreement or contract with VELOCIS.

• 6.2

  Should there be a situation of Actual or Potential Conflict of Interest, such actual or potential conflict of interest shall immediately inform VELOCIS in writing of such conflict.

• 6.3

  VELOCIS will assess such COI matters reported and if it is of the opinion and reasonable judgment of the that such conflict poses a material conflict to and with the performance of Vendor's obligations under the specific agreement / contract, then VELOCIS may terminate Agreement / Contracts immediately upon written notice to the vendor; such termination of the Agreement / Contract shall be effective upon the receipt of such notice by the Vendor.

7. Compliance With the Vendor Code Of Conduct

• 7.1

  It is the responsibility of the Vendor to ensure that its Representatives comprehendand comply with this Vendor Code of Conduct and to bring to notice its’ VELOCIS point of contact (or a member of VELOCIS management) if and when any situation develops that causes the Vendor to operate in violation and or contravention of the Vendor Code of Conduct set forth in this document.

• 7.2

  Vendors and or their Representatives are expected to self-monitor their adherence to the herein enunciated Vendor Code of Conduct. In addition to any other rights VELOCIS may have under its agreement with Vendor, VELOCIS may request the immediate removal of any Representative who conducts in a manner that is unlawful or inconsistent with this Vendor Code of Conduct and or any VELOCIS policy. VELOCIS may rightfully direct the Vendor and or Representatives to implement a corrective action plan, if there is any violation and or breach thereto of the Vendor Code of Conduct by them.

• 7.3

  Vendors will provide a formal response, along with relevant documents and reports, detailing the initiatives and efforts undertaken to ensure Sustainability in their Business Operations and the Supply Chain.

• 7.4

  Vendors to maintain transparency when responding to the Velocis Vendor Registration Questionnaire on our Vendor registration portal.

• 7.5

  Vendors are responsible for ensuring compliance with our Sustainable Procurement Policy.