Noventiq, including its subsidiaries (“Noventiq”) is committed to conducting its business transparently and in accordance with the highest ethical standards. This means that Noventiq’s business must be carried out in strict compliance with all applicable laws and regulations at all times.
Noventiq strives to achieve mutually beneficial supplier relationships built on common values and expected behaviours. The Noventiq Corporate Ethics and Compliance Code (our “Code”) outlines the behaviours we expect from our employees. This Noventiq Supplier Code of Conduct (our “Supplier Code”) contains relevant portions of our Code that apply to you as an important part of our supply chain.
2. Foundation of the supplier code
Noventiq is committed to conducting business in a responsible and sustainable way. We require the same of our suppliers. Our Code and our Supplier Code are based on our Noventiq Values, described here:
- We strive to be No.1 in the key lines of our business.
- We bear responsibility for our promises and deeds.
We love what we do. We are curious, assertive, and we never stop developing. Our confidence is based on practical experience, and it enables us to take on firm commitments and bear the responsibility for the result.
We listen to our customers and hear them, and we create business value for them. We are interested in understanding and solving the tasks of our customers.
We aim to build long-term trust-based relations with customers and always deliver on our promises. We offer a variety of options to find the most effective solution for every task. As a result, we can effectively collaborate in workgroups and improve together with our customers and partners.
The team is the core of our business
- Team success is everyone’s success.
- We are one global team.
Noventiq adheres to the principle of trust-based and honest partnership with its employees. We appreciate the contribution of every employee, their professionalism and loyalty to the common cause. The members of the Noventiq team respect each other and also revere the culture and rules of each country in which we operate. We help our employees to grow and develop. We facilitate learning not only by courses and standard programs but also by the support of experienced colleagues, an internal knowledge base, and the opportunity to participate in various projects, including international ones.
- We know and anticipate market development trends.
- We focus on finding growth opportunities.
- We make substantial investments in and pay much attention to cutting-edge technologies and innovative projects.
We never stop tracking the latest trends and technologies, integrating the best approaches and solutions to our portfolio. We actively develop proprietary products and services.
Everything changes, and so we do. We are keen on learning and self-improvement. We take matters into our hands and shape the future with our customers and partners.
- We support the sustainable use of resources and a healthy lifestyle.
- We observe the legislation and business ethics.
- We respect the traditions of all countries.
We conduct our business in strict compliance with the laws of the countries in which we operate and international regulations. Noventiq respects national traditions of of the countries in which we operate, their cultural values, and adopted norms. We encourage sustainable use of resources, participate in charity campaigns, educational initiatives, and programs promoting a healthy lifestyle.
3. Who the Supplier Code applies to
This Supplier Code applies to providers of goods and services – and their employees – in their work with Noventiq through a contractual agreement. It is not applicable to single transactions such as a taxi ride, dinner at a restaurant, or any similar type of transaction. The group that we collectively call “suppliers” includes suppliers, subcontractors, service providers, consultants, intermediaries and agents. As a supplier, you must ensure that the practices and principles outlined in this Supplier Code are flowed down throughout your own supply chain.
4. Mandatory requirements for doing business with Noventiq
4.1 Conflict of interest
Noventiq respects its supplier’s privacy. However, situations where personal interests contradict business interests must be prevented. Therefore, it is unacceptable when decisions are based not only on business expediency but also on the reasons influenced by the personal interest of the suppliers' managers or employees.
Suppliers should avoid any interaction with any Noventiq employee that may conflict, or appear to conflict with the best interests of Noventiq.
For example, suppliers should not employ or otherwise make payments to any employee of Noventiq during the course of any transaction between the supplier and Noventiq. If a supplier’s employee has family relationship to an employee of Noventiq (such as being a spouse, parent, sibling, grandparent, child, grandchild, mother or father-in-law, etc.), or if a supplier’s employee has any other relationship with an employee of Noventiq that might represent a conflict of interest, the supplier should disclose such circumstance to Noventiq.
Conflicts of interests involving an employee of Noventiq must be fully disclosed in writing. To disclose any conflict of interest, suppliers shall contact the relevant Noventiq manager or Global Chief Compliance Officer.
4.2 Gifts and hospitality
Suppliers should not provide any gift (1), trips, meal or entertainment to a Noventiq employee in any situation in which it might influence, or appear to influence, any employee decision in relation to the supplier. To the extent the circumstances merit, suppliers may provide modest gifts, meals or entertainment to Noventiq employees if they do not violate any law and they are:
- not cash or cash equivalents
- consistent with customary business practice and supplier company policy
- not frequent or expensive.
This rule is also applicable to Noventiq employee family members (2).
4.3 Anti-bribery and corruption practices
Suppliers should not engage in any form of commercial bribery or kickback scheme or otherwise offer any incentive to any Noventiq’s employee or family or friends in order to obtain or retain Noventiq’s business.
Suppliers must comply with anti-bribery laws applicable in the country where the respective agreement is entered into, performed or awarded, as well as all international laws dealing with bribery of Public Officials (3) or private persons (4).
In connection with any transaction related to the manufacture, distribution or delivery of goods or services to Noventiq, or that otherwise involves Noventiq, the supplier must not transfer anything of value, directly or indirectly, to any Public Official, employee of a government controlled company, or political party, in order to obtain any improper benefit or advantage (e.g. in connection with regulatory permits, customs, or judicial and legislative proceedings), neither to any private person.
Suppliers must keep a current and accurate written account of all payments (including any gifts, meals, entertainment or anything else of value) made on behalf of Noventiq, or out of funds provided by Noventiq. Suppliers must furnish a copy of these payments to Noventiq upon request.
4.4 Accounting and business records
Accurate, reliable information and records are critical to meeting Noventiq’s financial, legal, and management obligations and they are necessary to fairly reflect Noventiq’s transactions. Suppliers must keep accurate records of all matters related to the supplier’s business with Noventiq.
This includes the proper, prompt and complete recording of all expenses and payments and the availability of supporting evidence and documentation. Suppliers should not impede, delay, or otherwise hinder Noventiq from proper and timely processing of accounting documents. Alteration or manipulation of any document in a way that may affect transparent and accurate registration shall be considered a serious infringement.
4.5 Use of Noventiq assets
When the supply of goods or the performance of services requires the use of Noventiq’s property, supplies, equipment and other assets, suppliers are required to do so responsibly and ensure that any such assets are used for the intended purposes and by duly authorized persons.
Suppliers must protect and use responsibly Noventiq property and other tangible and intangible assets. Suppliers must not use any Noventiq trademark or any other intellectual property unless expressly permitted in writing by Noventiq.
4.6 Use of technological resources
When the supply of goods or the performance of services requires the use of Noventiq’s equipment, systems and technological devices, suppliers may not do so for purposes other than those authorized by Noventiq or which are directly related to the fulfillment of the purposes of the relevant agreement.
Suppliers operating Noventiq’s technological resources shall be informed about user restrictions and shall not violate licensing agreements or do anything to compromise Noventiq’s responsibility or subject Noventiq liability to any third party or governmental authority.
Noventiq’s technological resources shall be handled in accordance with applicable laws and Noventiq’s policies.
Noventiq has the right to monitor, at any time and without any notice, the use of its information technology resources, and therefore to access, review, copy or retrieve, files, documents, records, databases, electronic messages, internet activity and any other information generated through the use of Noventiq’s information technology resources. Accordingly, users of Noventiq’s information technology resources should not have any expectations of privacy over information or communications generated or transmitted through, or stored in, Noventiq’s information technology resources.
Information and data stored on Noventiq’s premises and information technology resources (including Noventiq’s computers) belong to Noventiq and, accordingly, Noventiq may choose to provide this information to regulators or other third parties if it deems it necessary or advisable.
4.7 Protecting information and legitimate use
Suppliers must keep confidential all the information to which they have access in the performance of their work, services or supply of goods to Noventiq, even if such information is not classified or not specifically about Noventiq and act to prevent its misuse, theft, fraud, or improper disclosure.
In all cases, suppliers must use the information they receive or to which they may have access to in a legitimate way, for the specific purpose it was disclosed, received or accessed and in compliance with applicable laws (including without limitation, regulations on antitrust, consumers’ protection, data privacy, etc.). Noventiq shall not tolerate misuse, dishonest, unauthorized, illegal or improper use of any information, even if the same benefits or otherwise determines an advantage to Noventiq.
Suppliers must take all due care in handling, discussing, or transmitting sensitive or confidential information that could affect Noventiq, its employees, its customers, the business community, or the general public. Suppliers are directly responsible for taking the necessary steps to safeguard Noventiq information from damage or loss and to ensure its safe custody. Disclosure of financial information could influence the actions of shareholders and potential investors and possibly violate securities laws. Suppliers’ responsibility to hold Noventiq’s confidential information as confidential is a continuing obligation even after their assignment or contract with Noventiq.
4.8 Data privacy
Suppliers commit to protecting the reasonable privacy expectations of personal information of everyone they do business with, including suppliers, customers, consumers, and employees. They are to comply with privacy/data protection and information/cybersecurity laws and regulatory requirements when personal information is collected, stored, processed, transmitted, and shared.
Suppliers commit to the creation and maintenance of documents and records to ensure regulatory compliance and conformity to company requirements along with appropriate confidentiality to protect privacy.
When processing personal data on behalf of Noventiq companies, as processors/importers or joint-controllers, suppliers undertake to submit to the privacy/data protection compliance evaluations and conclude appropriate documentation for data sharing.
4.9 Insider trading
If Suppliers are aware of material, non-public information relating to Noventiq or its business, they may not purchase, sell or otherwise trade in securities of Noventiq or any company that trades with Noventiq or engage in any other action to take advantage of that information.
4.10 Compliance with law
Suppliers are responsible for ensuring that their directors, officers, employees and subcontractors, representatives or agents understand and comply with this Supplier Code, including when this Supplier Code sets a higher standard than, but does not conflict with, legal requirements. Customs or local practices never take precedence over legal requirements.
4.11 Fair, honest and transparent competition
Noventiq is committed to the values of fair, honest and transparent competition. Competition and antitrust laws around the world aimed at prohibiting unreasonable restraints of trade and preserving competition. Noventiq expects its suppliers to act in accordance to such laws and avoid competition/ antitrust violations include price fixing, bid rigging, market or customer allocation and abuse of dominant position.
The penalties for breaching competition and antitrust laws are severe. In addition to material fines and other penalties, individuals found guilty of the most serious offences can face imprisonment. Noventiq strives to strictly observe the competition and antitrust laws of all countries in which it does business.
4.12 Anti-money laundering and counter terrorist financing
Noventiq is bounded to strictly comply with all applicable Anti-Money Laundering (“AML”) and Counter Terrorist Financing (“CTF”) laws and regulations. Noventiq expects its suppliers to:
- not knowingly engage or attempt to engage in any transaction involving proceeds derived from unlawful activity.
- perform applicable AML / CTF related responsibilities in utmost good faith and immediately report to us any matter suspected to be related to money laundering or terrorist financing.
- not have dealings with designated individuals and entities (such as suspected terrorists or narcotics traffickers) who are subject to international economic sanctions. business.
4.13 Trade restrictions
Supplier’s transactions with Noventiq must be at all times be in strict conformity with all relevant economic sanctions and export control laws and regulations, including but not limited to all economic sanctions and export control regimes applicable to Noventiq, including but not limited to the European Union, the United Kingdom, the Hong Kong Monetary Authority; the World Bank; the Swiss State Secretariat for Economic Affairs (SECO); relevant government agencies and institutions of the above countries and organizations, including OFAC, the US Department of State, the US Department of Commerce, and Her Majesty's Treasury; any other government, national, or supernational authority.
In the performance of the relevant agreement or any transaction related to Noventiq, suppliers shall not include or involve, directly or indirectly, any prohibited, sanctioned, or designated party under the mentioned sanctions regimes, including but not limited to parties on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Office of Foreign Assets Control or any entity owned or controlled by such prohibited, sanctioned, or designated party.
Suppliers shall not directly or indirectly sell, provide, export, re-export, transfer, divert, loan, lease, consign, or otherwise release or dispose of any equipment, product, services, software or technology received under the relevant agreement or within the performance of any transaction with Noventiq to or via any individual, entity or destination, or for any use prohibited by the laws or regulations of any applicable jurisdiction without having obtained prior authorization from the competent governmental authorities as required by all such laws and regulations.
4.14 Labour and human rights
Noventiq is committed to conducting all its operations in a manner that is consistent with human rights principles that are applicable to business and with the Universal Declaration of Human Rights. Noventiq expects its suppliers to adhere to the same standards.
Noventiq rejects all forms of forced or child labor, as well as contemporary slavery and human trafficking. This position applies not only to our company but also to our suppliers. Forced labor is any work or service that a person is forced to perform against their will under threat of punishment, or labor for which the person has not given voluntary consent.
Suppliers shall act in compliance with the principles articulated in the ILO (International Labor Organization) Declaration of Fundamental Principles and Rights at Work. These include the prohibition against child labor, forced labor and discriminatory behavior as well as the recognition of the rights to freedom of association and collective bargaining.
Noventiq values and respects the cultures and traditions of the communities in which it works and actively works to consider the health, safety, environment, human rights and economic well-being of those communities in all its operations and expects its suppliers to follow, respect and foster such values in all dealings and transactions with Noventiq.
4.15 Discrimination and harassment
Noventiq strives to create and sustain a work environment in which each employee has the opportunity to grow, develop, and contribute fully to Noventiq’s success. Sexual harassment, harassment, intimidation or discrimination of any employee will not be tolerated.
Suppliers shall not subject any person to discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.
Suppliers must treat their employees with respect and dignity. No employee shall be subject to physical, sexual or psychological harassment or abuse.
4.16 Health and safety
Suppliers shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities.
In addition, any Supplier representative providing on-site services in a Noventiq facility is required to adhere to all Noventiq health and safety standards.
Noventiq aims to achieve continuous improvement in environmental performance, concentrating its efforts on areas of greatest impact at our sales, distribution and office sites. Noventiq seeks to comply and expects all suppliers to comply with the spirit as well as the letter of applicable environmental laws and regulations. Where none exists, suppliers must set themselves appropriately high standards.
Suppliers must ensure that they comply with all applicable environmental laws and regulations and to take a precautionary approach to environmental challenges by undertaking initiatives to promote greater environmental responsibility and by the development and diffusion of environmentally friendly technologies, to the best of their abilities.
The scope of these environmental plans must be appropriate in relation to the nature of the supplier business and risks related to the business.
4.18 Reporting misconduct
Suppliers who believe that a Noventiq employee, anyone acting on behalf of Noventiq, or any supplier employee or representative related to the services or supply to Noventiq, has engaged in illegal, improper conduct or any potential violation of this Supplier Code must promptly report the matter by speaking with the relevant Noventiq manager, the Global Chief Compliance Officer, or confidentially via the Noventiq Speak Up channel at firstname.lastname@example.org.
A supplier’s relationship with Noventiq will not be affected by a misconduct report made in good faith. Similarly, suppliers must not retaliate or tolerate retaliation against anyone who, in good faith, reports suspected or known misconduct. “Good faith” means that to the best of a person’s knowledge and belief, everything reported is true and that everything known is reported.
4.19 Suppliers’ evaluation and monitoring
Acceptance and consistent compliance with this Supplier Code is an integral part of Noventiq’s management and evaluation procedure for suppliers. In accordance with Noventiq’s risk-based approach, suppliers might be eligible to provide specific or further integrity credentials and to comply with additional measures to verify compliance with the requirements of this Supplier Code. Consequently, Noventiq reserves the right to make periodic information requests of suppliers, including inspections and/or audits – with or without support of a third party - of facilities, operations and relevant books and records, to substantiate suppliers’ compliance with the Supplier Code.
If a supplier fails to comply with the Supplier Code, and the non-compliance is not insignificant, Noventiq reserves the right to terminate the agreement and business relationship with the supplier, without prejudice to any other rights and remedies available.
All suppliers that work with Noventiq must confirm their acceptance of this Supplier Code by signing the Noventiq Supplier Code of Conduct Commitment Letter in the form set out in Exhibit 1 to this Supplier Code.
5. Revision history
Summary of Changes
Revision of Initial Document
Global CEO of Noventiq
(1) “Gift” means anything of value which include, but is not limited to, any gratification, favor (such as, for example, the granting of permission to use vehicles or facilities), cash or cash equivalents, travel, lodging, meals, entertainment, kickbacks, loans, rewards, donations, employment, the provision of facilities or services at less than full cost, employment or retention of services and any other advantage or benefit of any kind (whether constituting, or derived from, corporate funds or assets, or personal or third-party funds or assets).
(2) Spouse, parents, siblings, grandparents, children, grandchildren, parents of the spouse, or cohabiting partners. Relatives also include any member of the family who lives with the employee or is otherwise financially dependent on him/her.
(3) Public Official means: A) a public officer; B) an elected official; C) an official or employee of a state authority and/or local government body, including educational institutions, healthcare institutions, military institutions, law enforcement and customs authorities, tax and migration services, organizations issuing state licenses, sanctions, permits, etc.; D) an official or employee of a company, enterprise, commercial organization, or structure that is wholly or partly owned by the State; E) an official or employee of international organizations such as the United Nations, the International Olympic Committee, the International Committee of the Red Cross and Red Crescent and others; F) a leader or activist of a political party; G) a candidate for any political office. “Public Official” also includes a child, spouse, parent or sibling of a Public Official.
(4) Private Person” means (A) any natural person of any citizenship or nationality who is an employee or representative of a corporation, partnership, association or other legal entity organized or existing under the laws of any country, whether for profit or not for profit, with which Noventiq intends to do or does business; and (B) any child, spouse, parent or sibling of any such person.