Code of Conduct

INTRODUCTION

BlueWhale Research, Inc. (“BlueWhale” or “Company”) is a leading global provider of marketing and lead generation solutions. As such, BlueWhale is committed to operating its business with ethical business standards and integrity and in compliance with the legal requirements and governmental regulations of the countries in which we operate.

At BlueWhale, business relationships with our partners, suppliers and vendors contribute significantly to the strength of our business. These relationships are based on a mutual commitment to the highest standards of ethical behavior.

This Supplier Code of Conduct sets forth the standards BlueWhale expects from its employees and managers, and we expect our service providers, suppliers, vendors, and other partners (collectively, “Partners”) to make reasonable efforts to adhere to the same principles, and comply with all applicable laws, when doing business with BlueWhale. These practices underpin our success by protecting and building upon our reputation for ethical conduct built over our Company’s history.

LEGAL COMPLIANCE

BlueWhale strives to conduct its business responsibly and comply with all legal requirements and governmental regulations applicable to its business. Therefore, we require all employees and managers to behave in an ethical, law-abiding manner.

Equally, BlueWhale expects its Partners to comply with all applicable laws and regulations. Suppliers must fully comply with all applicable international, national, state/provincial and local laws and regulations including, without limitation, antitrust, labor, and privacy and data security regimes.

ENVIRONMENTAL PROTECTION

BlueWhale acknowledges a responsibility to the environment, and we express our commitment towards implementing practices which will promote environmental sustainability. The following policy governs the management of the environmental aspects of our Company, with specific focus on the conservation of resources and the reduction of waste.

This policy relates to how all operations in our Company will be continually reviewed and improved, so that we will truly be able to integrate environmental and social considerations into our everyday practices.

The Company will consistently strive to raise awareness, encourage participation and train employees in environmental matters throughout the operations of the Company, including:

  • Acting in accordance with the applicable statutory and international standards regarding the environment;
  • Minimizing environmental pollution and making continuous improvements in measures to protect the environment;
  • Working towards the conservation of energy, water and resources;
  • Promoting environmental awareness;
  • Disposing of waste thoughtfully, and develop an attitude of “reducing, recycling and reusing”; and
  • Minimizing paper usage in the workplace as an effect of our policy of digital document archives.

BlueWhale expects its Partners to act in accordance with the applicable statutory and to make reasonable efforts to comply with international standards regarding environmental protection in order to minimize adverse environmental impacts and make continual improvements in environmental protection.

HUMAN RIGHTS AND LABOR PRACTICES

BlueWhale is committed to observing fair labor practices and upholding the internationally proclaimed human rights of workers. BlueWhale and its employees shall not tolerate, engage in or support human trafficking, forced labor or child labor of any kind.

BlueWhale takes this policy very seriously and violations may lead to disciplinary action up to, and including, termination of employment, without limiting any other legal remedies of BlueWhale. While BlueWhale Research retains discretion as to how to respond to any violation of this policy, any disciplinary process will be undertaken in accordance with all applicable local laws and other legal requirements.

Prohibition of Forced Labor – BlueWhale shall respect its employees’ rights to agree to terms and conditions of employment voluntarily without coercion, and to freely terminate their employment on appropriate notice. The recruitment, transportation or receipt of persons by means of threat or force is strictly prohibited. BlueWhale shall neither use nor contribute to slavery, servitude, forced or compulsory labor and human trafficking.

Prohibition of Child Labor – BlueWhale does not tolerate any form of child labor. The minimum age for workers must be 15 or such greater age as may be required by applicable laws, such as, for example, the requirement of 18 years of age for hazardous work according to ILO Convention 182.

Non-Discrimination and Respect for Employees – BlueWhale shall not discriminate in screening, hiring or employment practices. Without limiting the foregoing, BlueWhale shall ensure that employment is based on ability and not on beliefs or any other personal characteristics like an individual’s race, color, gender, age, national origin, religion, citizenship, political opinion, marital status, sexual orientation, gender identity, disability, veteran status or pregnancy. BlueWhale shall provide reasonable accommodations whenever necessary for a worker.

Working Hours, Wages & Benefits for Employees – BlueWhale protects the right of workers to fair remuneration ensuring for themselves and their families an existence worthy of human dignity.

Safe Workspaces – BlueWhale shall treat all workers with dignity and respect. No form of harassment, abuse, physical violence, threats, corporal punishment, mental coercion, verbal abuse, disrespectful behavior, bullying, inhumane treatment shall be permitted.

HEALTH & SAFETY

BlueWhale is committed to providing a safe, healthy and secure workplace to our employees, contractors, and visitors. Workplace health and safety is considered by management to be an integral and vital part of the successful performance of any job.

This policy sets out the responsibilities of BlueWhale and its employees with the aim that together we can keep the workplace safe and productive.

BlueWhale is committed to:

  • Integrating workplace health and safety into all aspects of its operations;
  • Identifying hazards, assessing risk and implementing control strategies to minimize risk of injury to people and property;
  • Ensuring that relevant health and safety laws that apply to working conditions and the work environment are observed and enforced;
  • Developing and implementing safe systems of work;
  • Providing adequate safety information, training and supervision;
  • Ensuring that the workplace under their control is safe and without undue risks to health;
  • Ensuring that the behavior of all persons in the workplace is safe and without undue risks to health;
  • Attempting to remedy all problems relating to workplace health and safety;
  • Consulting with workers and relevant stakeholders to address safety issues and improve decision making on workplace health and safety matters; and
  • Supporting and assisting workers in effective injury management and rehabilitation.

All employees are required to:

  • Adhere to safe work practices, instructions and rules;
  • Immediately report any unsafe work condition or equipment to the Company;
  • Not misuse, damage, refuse to use, or interfere with anything provided in the interest of workplace health and safety;
  • Perform all work duties in a manner which ensures individual health and safety and that of all other people in the workplace;
  • Encourage fellow employees to create and maintain a safe and healthy work environment; and
  • Co-operate with all other employees to enable the health and safety responsibilities of all employees be achieved.

Employees shall be actively involved in the workplace safety system. Suggestions for change and improvements to policies, procedures or safe work practices are encouraged, through reporting to management. Meetings to consult and inform employees on safety issues shall be conducted through staff meetings, as regularly as is necessary.

Compliance with health and safety laws is expected of all employees. Threats or acts of violence in the workplace or affecting workplace safety, health, or security, including against other employees or personnel of Partners, customers, or other persons and/or property, will not be tolerated by the Company. Employees should promptly report to the Company any such potential threats or acts of violence. In case of an emergency, contact local law enforcement.

ANTI-CORRUPTION

BlueWhale conducts business responsibly and in compliance with the legal requirements and governmental regulations of the countries in which we operate and expects its Partners to comply with all applicable laws and regulations of the countries in connection with which they are doing business with BlueWhale.

Prohibition of Corruption and Bribery

It is our policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption.

  • Corruption: BlueWhale strictly prohibits its employees and managers, and anyone else acting on BlueWhale’s behalf, from corruptly giving or offering, directly or indirectly, anything of value to a government official to obtain or maintain business or any other advantage for BlueWhale. It is a violation of the U.S. Foreign Corrupt Practices Act (FCPA) and other similar international anti-corruption laws to engage in any form of corruption or bribery. Penalties for violating the FCPA and other anti-corruption laws are severe and can include large fines and prison time.
  • Bribes: Bribery is a criminal offense worldwide. BlueWhale strictly prohibits its employees and managers, and anyone else acting on BlueWhale’s behalf, from any form of bribery, i.e. from directly or indirectly offering, promising, granting or authorizing the giving of money or anything else of value to a government official or to a counterparty in the private sector to influence official action or obtain an improper advantage for BlueWhale.
  • Gifts and hospitality: In many cultures, gifts and invitations to entertainment events are important for developing and deepening business relationships. However, some gifts and invitations may unreasonably influence the recipient’s decision-making or create the appearance of improper influence. Gifts, hospitality and other benefits must always be in accordance with applicable laws and regulations. In any case they must:
    • Be transparent and correctly recorded in the Company’s books and records.
    • Be appropriate in terms of type, value, and frequency to the occasion and the position of the recipient.
    • Not be offered, provided, demanded or accepted with the expectation of any type of advantage.
    • Never give the appearance of dishonesty or inappropriateness or corrupt intent.
  • Facilitation payments: A facilitation payment is a relatively small amount of money, or the granting of any other benefit, usually to low-ranking public officials, for their personal benefit or to expedite the performance or a routine governmental action, and may constitute a form of bribery. BlueWhale strictly prohibits its employees and managers, and anyone else acting on BlueWhale’s behalf, from making facilitation payments to benefit the Company or in connection with its business. Facilitation payments may be illegal and can be prosecuted.
  • Sponsorship, Donations, Contributions and Memberships: Sponsorships, donations, charitable contributions, and memberships can be important to social commitment and the pursuit of corporate goals. However, they:
    • Must be carefully examined to determine whether they promote the Company’s legitimate objectives and are made in compliance with applicable law;
    • May not be promised, offered, or made to obtain improper business advantages or for other unethical purposes; and
    • Must be religiously and politically neutral in connection with BlueWhale’s business.

FAIR OPERATING PRACTICES

Competing Fairly

BlueWhale believes in competing fairly in the marketplace. Therefore, all employees and managers are expected to follow competition laws throughout the world in connection with the conduct of the Company business. These laws (also known as antitrust laws in the U.S.) prohibit agreements that would restrain trade.

Antitrust law protects free, undistorted, and effective competition for the benefit of customers, companies, and society as a whole. Antitrust laws, amongst others, prohibit agreements and concerted practices between companies that restrict competition. Anticompetitive agreements include bid rigging and price agreements among competitors that allows a certain competitor to win the bid or market. Market, customer, or territory allocations, and project agreements with competitors may also violate antitrust laws if only one company can be the available choice for buyers in a given market. Abusing a dominant position is also prohibited. Agreements do not have to be signed contracts to be illegal. An informal understanding between competitors, or even a conversation that implies an understanding, may be a problem. If any of these topics come up with a competitor, employees should stop the conversation immediately and report it to the Company’s management or designated legal counsel.

Fair Dealing

BlueWhale is committed to being honest and truthful with all of its customers and Partners. Employees and managers should never misrepresent the quality, features, or availability of the Company’s products, and never do anything illegal or lacking integrity to win business.

Respect Intellectual Property Rights

BlueWhale’s most important assets are its intellectual property rights, including its trade secrets and proprietary information. BlueWhale owns the rights to all intellectual property created with Company materials or on Company time. Employees should maintain the confidentiality of BlueWhale’s trade secrets and proprietary information to protect the Company’s competitive edge. This obligation continues even after any termination of the employee’s employment with BlueWhale.

The Company also respects the intellectual property rights of others. BlueWhale expects its employees and Partners to respect the intellectual property rights of others, e.g. copyrights, patents, trademarks, trade secrets and confidential information and to act within the limits of licenses granted (e.g. with respect to software) to the Company. The Company also expects its employees, service providers and Partners to handle confidential information from BlueWhale and third-parties, such as competitors, customers, and other Partners, with reasonable care and in strict confidence.

Conflicts of Interest

Employees should always act in the best interest of their company. Therefore, a conflict of interest exists if the interests of an individual or of his/her close personal relations diverge from those of the company to which the individual belongs.

Conflicts of interest can hinder the success of a company, lead to economic damages and also tarnish the company’s reputation if they become public, for instance, if the conflict of interest leads to uneconomical decisions, if customers cease doing business with the company because they lose confidence in the integrity of the company or if restricted information is disclosed as a result. In some cases, conflicts of interest might also bear corruption or antitrust risks. Accordingly, employees should have no relationship, financial or otherwise, with anyone that conflicts, or appears to conflict, with the employees’ obligation to act in the best interest of their company. Therefore, BlueWhale employees and managers should avoid situations of conflicts of interests and create awareness to minimize the occurrence of such situations.

Partners must ensure that conflicts of interest are avoided wherever possible and, where unavoidable, are promptly and thoroughly disclosed to BlueWhale.

GRIEVANCE MECHANISMS

The Company encourages all employees to communicate their grievances. That way we can foster a supportive and pleasant workplace for everyone. Our goal is to deal fairly and equitably with each employee.

We define grievance as any complaint, problem or concern of an employee regarding their workplace, job or coworker relationships. Specific examples include, but are not limited to, disputes regarding harassment; workplace safety; unequal application of employment policies, procedures and practices; alleged violation of wage and hour laws and other public policies and statutes; and alleged discrimination or retaliation, including disputes regarding involuntary discharge, resignation, discipline, promotions or transfers.

Employees are encouraged to discuss their concerns or problems about work with their manager at the time they arise. If an employee is not satisfied with the response of the manager, or if an employee does not wish to discuss the concern or complaint with their manager, the employee should file a complaint with the CEO, COO, CRO, or CFO of the Company. A complaint is considered filed when an employee delivers a written statement to their manager describing the dispute and the condition(s) or event(s) that caused dispute. The statement should identify any policies or procedures which have been violated or unequally applied, and state what outcome the employee requests.