1. INTRODUCTION

 

Sagility Values:

The four pillars encapsulated in Sagility Operations Inc, its parent companies, subsidiaries and affiliates (“Sagility” or “Company”) Values are S.O.A.R Spark Curiosity, One Team – One Direction, Action for Results & Right by Right Purpose.

 

At Sagility, we believe that our suppliers, agents, service providers, channel partners, dealers, distributors, and vendors (“Suppliers”) make significant contributions to our success, and we respect and treat our Suppliers in an ethical manner. Sagility Suppliers are selected based on their merit, competitive price, quality, and performance. Importantly, we require our Suppliers to conduct their businesses in legal and ethical manner.

 

2. PURPOSE

The purpose of this document is to outline the Code of Business Conduct (hereinafter referred to as ‘Code’) which the Suppliers/Service providers (hereinafter referred to as ‘Supplier’) of Sagility need to comply with at all times during the performance of their roles and responsibilities and escalate any non-compliance thereof to the designated authority.

 

3. SCOPE AND APPLICABILITY

This Code shall apply to all Suppliers who engage in business relationships with Sagility. The Code of Conduct applies to all our suppliers, Vendors and companies who supply us with products and/or services, including their respective sub-suppliers, sub-vendors and sub-contractors. The term ‘Sagility’ shall include all its group companies, subsidiaries, and affiliates.

 

4. FUNCTIONAL OBJECTIVES

This Guideline outlines our expectations about ethics, business integrity, human rights, health and safety, environment, the local community, and quality of product and/or services. We encourage our suppliers to review this information and ensure that the principles and practices outlined in the guidelines will be reflected in your on-going business dealings with us. We expect you to communicate the guidelines throughout your organisation as appropriate. Let us travel together towards an ethically driven, socially engrossed, green inspired and quality addressed supply chain. It has been drafted in accordance to international norms such as the Governing Principles for Companies, The United Nations initiatives of Global Compact, the Sustainable Development Goals, the defence of Human Rights and ISO (International Standards Organization) criteria. Towards this, we give below a quick summary of our Supplier Code of Conduct and Sustainable Procurement guideline referred as (‘Code’).

 

5. GUIDELINES

 

   1. GENERAL COMPLIANCE

• The supplier must comply with all relevant local and national laws and regulations regarding employment practices, benefits, health and safety and anti-discrimination.
• The supplier must have written labour/workplace management policies and standards as per applicable laws.
• The supplier must be committed to the provision of training and development for employees.
• The supplier must provide fair pay and working conditions, including adequate rest periods and leave, and working conditions as per the requirements under applicable laws.
• Our suppliers will act within the law, our guidelines and appropriate authorizations obligations, and any other regulations, covered under procurement practices of Sagility.

 

   2. FORCED OR COMPULSORY LABOUR

Suppliers shall ensure that their employees are employed out of their own free will. Suppliers shall prohibit forced labour or other compulsory labour in any of their operations and will take any action as it deems fit against such Suppliers who violate regulations against forced or compulsory labour. The suppliers must not use forced labour including prison or debt bondage labour, human trafficking, or modern-day slavery.

Supplier shall ensure it adheres to conditions of the Modern Slavery Act, UK 2015. Supplier in no way will support or engage in human trafficking or any activities which involve sexual exploitation, organ removal, securing services by threat or deception or securing services from children/ vulnerable persons.

 

   3. PROHIBITION OF CHILD LABOUR

We expect commitment from our Suppliers in implementing the applicable laws against child labour. To promote eradication of child labour in a pro-active manner, we encourage our Suppliers to work towards a no child-labour policy. Suppliers shall prohibit use of child labour at any stage of their business process. We expect that our suppliers will not employ any person below the age of 15 (or as per local law, whichever is greater).

 

   4. EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION/ NO HARRASSMENT

Suppliers shall treat their employees with respect and dignity, offer equal opportunity to their employees and encourage them to work in an environment that is free from discrimination and harassment of any and all kind. Suppliers shall not encourage discrimination in any employment-related matters on the basis of ethnic and national origin, race, caste, religion, place of birth, language, disability, sex, Colour etc., with the exception of any local law requirement to adopt affirmative action in a particular geography. Suppliers shall have the right to establish and promote favourable employment conditions to promote positive relationships among their employees, to facilitate employee communications, and to support employee development.
Sagility does not engage with Suppliers whose internal policies are not aligned with equal employment opportunity, anti-discrimination, and anti-harassment

 

   5. WAGES AND BENEFITS

Suppliers shall ensure compliance with all applicable laws, rules and regulations in making minimum wage payment, over time payment to their employees and provide other legally mandated benefits.
Non-compliance of applicable laws by Supplier will result in termination of their Agreements with Sagility and Sagility reserves all rights and remedies for pursuing any legal action against such Suppliers.

 

6. SOCIAL FOCUSED

 

a. Diversity in workforce:

We suggest that suppliers should take initiatives to have a diverse and inclusive workforce in terms of age, gender, experience, ethnicity etc.

 

b. Engage and involve local communities:

We encourage our suppliers to address issues and concerns of the community influenced by operations of the supplier and minimise the impact.

 

c. Environment, Health and Safety:

Suppliers are expected to contribute to preserving nature and be responsible for conducting safe and environmentally – sound operations. The suppliers are expected to provide products or services to Sagility and to conduct their business operations in a way that protects and sustains the environment. There is a direct impact on the environment through our daily consumption needs of natural resources via energy, water and other inputs in our process. Suppliers shall comply with applicable environment and related laws and regulations.

As regards Health & Safety, Suppliers shall take appropriate measures to prevent workplace injuries and ill health and to provide employees with a safe and healthy working environment by considering evolving industry practices and societal standards of care.

 

Supplier shall make proper arrangements to ensure the below for its employees/workers:

 

a. Maintain safety permits for their applicable work locations
b. Have an emergency plan and have response procedures for health emergencies and accidents that will minimize harm to life and property.
c. Provide workers with adequate protective equipment/ gear as necessary
d. Provide periodic safety awareness trainings

 

7. GREEN ENVIRONMENT

 

a. Reducing carbon emission and water intake:

We suggest that our suppliers identify sources of carbon emission and make progressive efforts towards reducing carbon emissions. Opportunities for reduction in water usage should be identified and measures for water conservation should be implemented.

 

b. Efficient systems and process:

Suppliers should strive towards enhancing the efficiency and performance of each equipment and processes by continual improvement, monitoring and assessment of technology. Good practices should be followed to ensure environmental resources are valued and protected.

 

c. Reducing usage of hazardous materials:

We expect our suppliers to assess their use of hazardous and toxic material and take necessary steps to reduce it, as much as possible. Appropriate substitutes and replacements should be introduced to minimise exposure to such material.

 

d. Disposal of E-waste & Hazardous waste:

E-waste & Hazardous waste should be handled with professional guidance and the suppliers should put mechanism in place to dispose-off the waste to government authorised waste processers. This type of waste should not be allowed outside the premise without proper approval.

 

e. Renewable energy:

We recommend our suppliers to use renewable sources of energy wherever possible to become more energy efficient and energy independent. The suppliers should take steps to identify the scope of replacing conventional sources of energy with sustainable and renewable sources in their operations.

 

f. Reduce, Reuse and Recycle:

 

Zero waste to landfill

• Waste to landfill should be analysed and suppliers should try and set targets to reduce the quantity of disposal to landfills. Alternate waste disposal techniques should be adopted in order to reduce the impact on the environment.
• Responsible consumption of resources.
• We recommend our suppliers to minimise use of all resources, including virgin raw material, in their processes. The supplier should look for opportunities to reduce resource consumption by improving efficiency, investing in advanced technology, reusing material by innovating products and processes. The supplier should minimise dependence on scarce natural resource by identifying and using appropriate replacements.

 

Packaging material

Suppliers should try to take steps to reduce the environmental impact of their packaging material by developing innovative, practical solutions to modify thedesign and disposal method to the best possible extent.

 

g. Adopting Green Initiatives and Practices:

In order to monitor the environmental performance and to become environmentally friendly, practices to monitor and minimise environmental impact should be imbibed in organisation’s processes. We recommend that our suppliers inculcate such practices in their operations and start new initiatives to reduce their impact on the environment.

 

8. BUSINESS RELATIONSHIP AND COMPLIANCE WITH ANTI-BRIBERY LAWS

Owing to its operations in multiple geographies, Sagility is subject to the relevant regulatory laws such as but not limited to Prevention of Corruption Act, 1988 (India) and the U.S. Foreign Corrupt Practices Act (FCPA). Therefore, the supplier must strictly comply with all applicable local and national and international laws and regulations on bribery, corruption and prohibited business practice. The supplier must conduct their business in accordance with high ethical standards.

 

The anti- bribery laws make it unlawful to make a corrupt payment (either directly or through agencies or intermediaries) or act in furtherance of such a corrupt payment for the purpose of obtaining or retaining business or to influence any business decision.

 

Suppliers must note that any payments made to assist the firm in obtaining or retaining business or directing business to any other person will fall foul of this law and is also not an acceptable practice when dealing with Sagility Any supplier or vendor is prohibited from acting on Sagility’s behalf as agents or consultants and making any unlawful payments.

 

Suppliers shall not give, offer, promise to offer, or authorize the offer, directly or indirectly (i.e. proxy bribing), anything of value as gift/donation/in any other form (such as money, shares, goods or service) to any third party, government officials or officials of any political party, or any private person which could be regarded as influencing any business decision or for obtaining improper advantage.

 

Suppliers shall raise invoices, bills and claims only for the services and/or supplies actually provided as per the terms of the contract with Sagility and such payment requests will be in submitted in detail as agreed with Sagility. Suppliers shall not make or submit any false or misleading entries in the invoice, bill and/or claim to Sagility. Any false statement or misleading entries on any invoice, bill and/or claim by Suppliers, shall subject them to possible termination of the contract. Suppliers are required to share relevant supporting documents as and when applicable for invoices raised.

Gifts or entertainment or anything of value shall not be offered by Sagility, with intent to obtain or retain business, or to influence any business decision.

 

Suppliers should refrain from engaging in unfair business practices such as price fixing, price discrimination and other unfair trade practices in violation of applicable anti-trust laws.

 

Any violation or contravention or breach of applicable laws as stated above by Supplier will result in termination of their Agreements with Sagility and Sagility reserves all rights and remedies for pursuing any legal action against such Suppliers.

 

9. CONFIDENTIALITY (DATA PRIVACY & CONFIDENTIAL INFORMATION)

Suppliers shall protect all business and personal information of a confidential nature obtained as a result of business relationship for performing jobs assigned by Sagility and not share with unauthorized persons in any manner whatsoever. Sagility confidential information also includes but not limited to any information, personal data, company data and third-party information in Sagility’s custody as shared by Sagility. Protection and integrity of Sagility Confidential Information is one of the pillars of this Code of Conduct.

 

The supplier will inform as to whether it has a policy that includes privacy principles reflecting its commitment to protect all kinds of data entrusted to it, whether of customers, shareholders, employees, or suppliers, in accordance with applicable data protection/ data privacy legislation (international and local), and Sagility ‘s instructions. The supplier must sign a Data Protection Agreement containing the commitments it assumes as the data processor in relation to the processing of the data for which Sagility is responsible, all-in accordance with the applicable data protection regulations. In particular, the supplier commits to:

 

• Process all kinds of data & information only in accordance with Sagility’s instructions and under no circumstances for its own purposes.

• Under no circumstances use the information provided for any purpose other than that for which it was provided/intended. Take all necessary steps to safeguard the IPR of Sagility – which includes use of Sagility Logo and brand guidelines.

• Not to communicate any data to third parties, unless authorised by Sagility and with prior written permission only.

• Not reveal to third parties (and to ensure its employees and subcontractors do not reveal) any information or confidential material to which it may have access to via its relationship with Sagility.

• Destroy or return both the information and, where applicable, the data subject to processing once the service is terminated by means of a procedure with maximum guarantees, without keeping any copy of the same and without any external person, physical or legal, having knowledge of the data.

• The supplier will apply maximum caution when safeguarding information and data with the aim of ensuring its confidentiality and integrity, implementing the technical and organizational measures required with respect to the custody, storage and conservation of the data and with the aim of avoiding it alteration, loss, unauthorized treatment or access, all in accordance with legislation in force regarding intellectual property, business secrets and the protection of personal information, as applicable, as well as the security standards of Sagility. If at any time this security is compromised, the supplier will act quickly, diligently, and responsibly and inform Sagility immediately. The supplier will notify Sagility of any such security breaches within 12 (or xx hours as suitable to the organisation). The supplier assures to extend full cooperation to Sagility for reasonable access to their data processing units/facilities to conduct investigations on the reported breach.

• Notwithstanding the obligations outlined above, in the event that the supplier acts as the one in charge of processing the information on the communications of Sagility ‘s customers and/or users, it shall have procedures in place that guarantee at all times Sagility ‘s compliance with the obligations regarding collaboration with the Relevant Authorities, while respecting the rights of Privacy and Freedom of Expression of those affected.
• Suppliers who design, develop, and use artificial intelligence to perform the activity they carry out for Sagility must comply with appropriate Artificial Intelligence best practices or equivalent principles of their own, in line with respective rule of the land.

 

10. MAINTENANCE OF RECORDS

Suppliers shall maintain their books and records as per applicable laws and regulations. We expect suppliers to prepare and maintain accounts of business dealings fairly, accurately and in accordance with accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws, and regulations of the country of operation

 

11. USE OF SAGILITY ASSETS AND ELECTRONIC RESOURCES

Suppliers shall ensure that their employees utilize any Sagility assets in a legal and ethical manner. The assets of the Company shall not be misused, and they shall be employed primarily and judiciously for conducting the business of the Company for which they are duly authorized. These include tangible assets such as equipment and machinery, systems, facilities, materials, and resources, as well as intangible assets such as information technology and systems, proprietary information, intellectual property, and relationships with customers and suppliers.

 

12. COMMUNICATIONS

Suppliers shall periodically communicate the standards of this Code to their employees and encouraged to conduct periodic self-evaluations to ensure compliance.

 

13. SAGILITY NAME

Supplier shall not disclose or otherwise identify Sagility orally or in any of its advertising, publications, or other media that are displayed or disseminated to its customers or other parties, without the prior written consent of Sagility.

 

14. PROHIBITION OF DRUG, ALCOHOL AND NARCOTICS

It is the policy of the Sagility to maintain a workplace (including common space) that is free from the effects of drugs, alcohol, and other substance abuse, in order to provide a safe and healthy work environment.

 

Suppliers are prohibited from the use, sale, dispensation, distribution, possession, or manufacture of illegal drugs, controlled substances, narcotics, or alcoholic beverages on company premises, work sites or company-sponsored business functions held off-premises or whenever those activities may adversely affect job performance, job safety or the Sagility’ reputation.

 

15. VIOLATIONS OF THIS CODE OF CONDUCT

Failure to comply with this code of conduct or any other applicable law/regulations by Sagility Suppliers shall result in Sagility’s termination of business relationship/ association/ contract with the Supplier.

 

16. COMPLIANCE

Sagility Suppliers shall read, always understand and affirm compliance to this Code during their engagement with Sagility. The Supplier shall comply with all applicable regulations, both in letter and in spirit, in all the countries in which it operates. It is necessary for the Supplier to have sufficient knowledge of all the applicable laws affecting its’ duties and responsibilities and ensure compliance thereof in a timely manner. If the supplier becomes aware of any non-compliance, violation, or irregularities, it must bring it to the notice of the senior management of Sagility. The Supplier will be responsible for non-compliance of the regulations.

 

17. OTHERS:

 

Conflict of Interest:

The Supplier shall not enter into financial or any other relationship with a Sagility employee that creates any actual or potential conflict of interest for Sagility. The Supplier understands that a conflict of interest arises when the material personal interests of Sagility employee are inconsistent with the responsibilities of his/her position with the company. All such conflicts must be disclosed and resolved. Even a potential conflict of interest can be damaging to Sagility and to the Supplier and needs to be disclosed and approved in advance by Sagility management.

 

Business continuity:

The supplier shall periodically share management approved plans and procedures to resume business in the event of any physical disaster and a mutually agreed timeline to resume services on occurrence of such an event.

 

Third party appointed by Supplier:

Supplier can appoint a third party to provide services to Sagility only after getting prior approval from Sagility on the same. In the event that supplier appoints a third party to perform any services for Sagility
– it is the responsibility of the Supplier to ensure the third party complies to the supplier code of conduct.

 

Reporting of Concerns:

The Supplier shall promptly notify Sagility regarding any known or suspected improper behaviour by any other Supplier/ Employee/ Officers relating to its dealings with Sagility, or any known or suspected improper behaviour by Sagility employee/s/ officers with Supplier by email to [email protected]. Reported concerns will be treated confidentially without retaliation.