Supplier Code of Business Conduct and Ethics

Keyloop Holdings (UK) Limited and its Affiliates (“Keyloop” or “Company”) reputation for service, quality and fair dealing is coupled with Keyloop’s commitment to its values of integrity, social responsibility and legal compliance. Keyloop has built a culture of compliance, honest business conduct and solid business ethics. Our standards can be met only with the cooperation of our agents, consultants, contractors and suppliers (“Keyloop Suppliers”).

Acts or omissions contrary to the principles of business ethics as enshrined in this Code by Keyloop Suppliers can damage Keyloop’s business and reputation. Keyloop is providing this Supplier Code of Business Conduct and Ethics (“Code”) to Keyloop Suppliers in an effort to ensure that the expectations and standards upheld at Keyloop are understood and adhered to.
Keyloop encourages Keyloop Suppliers to review the Code carefully, become familiar with its content and draw guidance, and understand Keyloop’s expectations of ethical and responsible behavior. Moreover, Keyloop expects all of its suppliers to adhere to similar or better standards to conduct their business ethically.

Scope of application

Keyloop is committed to high standards of integrity. Moreover, Keyloop has a ‘zero tolerance’ policy when it comes to unethical business behavior, such as bribery and corruption. As a supplier, you must comply with all applicable laws and regulations in the relevant jurisdiction, the requirements set out in Keyloop Supplier Code of Business Conduct and Ethics and any other internal code/policy/rule that may be prescribed from time to time and your contractual obligations to us.

The Code is applicable to all Keyloop Suppliers and their personnel or their sub-contractors and their personnel or third Parties from whom the Keyloop Suppliers procure as the case may be, throughout the world. You agree to abide by the terms of this Code and acknowledge that compliance with this Code is required for your continued status as a Keyloop Supplier. It is important that Keyloop suppliers are aware of the Philosophy laid down in the code and adhere to it. To ensure such adherence, the measures and conduct expected from suppliers are expressly set out in this Code.

I. COMPLIANCE WITH LAWS, REGULATIONS AND THE CODE

Keyloop requires that all Keyloop Suppliers comply with all laws and regulations applicable to their business wherever conducted, and with the Code. Moreover, Keyloop expects its suppliers to adhere to any such Global Code, Rules, Policy that may be internally prescribed by Keyloop from time to time. Compliance means not only observing the law, but also conducting corporate business in a way that recognises your ethical responsibilities and fulfils them. Where local laws are less restrictive than this Code, you must comply with the Code, even if your conduct would otherwise be legal. If local laws are more restrictive than the Code, you must, at a minimum, comply with those laws. Keyloop expects you to adhere to high ethical standards and to avoid engaging in any activity that involves even the appearance of impropriety.
Financial Integrity

Keyloop Suppliers must accurately document all transactions related to your relationship with Keyloop (including without limitation contracts, order forms and purchase orders), in your financial books, records and statements, and in other documents provided to Keyloop. Any contractual variations, additional provisions or agreements should be properly documented and intimated to Keyloop within a reasonable time frame. Contractual agreements including variations shall be executed by those persons with proper authority.

The handling and disbursement of funds related to Keyloop business transactions must be pursuant to a duly authorised written Keyloop contract executed by the  head of  Keyloop Procurement or such Keyloop employee who has been specifically designated and authorised to execute contracts on his/her behalf by the head of Keyloop Procurement through appropriate means with clearly defined procedures as well as an accompanying purchase order, where applicable. No undisclosed or unrecorded fund or asset relating to any Keyloop transaction may be established or maintained for any purpose.

You must not make or promise to make improper payments of money or anything of value, directly or indirectly, to any government or public international organisation officials, political parties, or candidates for political office, or any company director, officer, employee, or agent of a commercial customer or supplier, for the purpose of improperly obtaining or retaining business or securing any improper advantage.

Gifts, Entertainment and Travel

In your dealings with Keyloop, you must use discretion and care to ensure that expenditures on or by Keyloop personnel or representatives are permitted under the Keyloop Code of Business Conduct and Ethics and the Keyloop Anti-Bribery & Corruption Policy and could not reasonably be construed as bribes or improper inducement or otherwise violate applicable laws and/or regulations. When traveling and conducting business on behalf of Keyloop, Keyloop Suppliers are expected to follow the Keyloop Travel Expense Reimbursement Policy

Gifts to Keyloop employees, no matter how well-intentioned, might constitute a bribe under certain circumstances or create conflicts of interest. Do not offer anything of value to obtain or retain a benefit or advantage for the giver, and do not offer anything that appears to influence, compromise judgment or obligate the Keyloop employee. Any gift must be permissible under the Keyloop policies referenced above. Any gifts, meals or entertainment must comply with applicable law, must not violate the giver’s and/or receiver’s company policies.

Antitrust and Competition Laws

Many countries, have laws and regulations, usually referred to as antitrust or competition laws prohibiting unlawful restraint of trade. You must comply with these laws, as applicable.

These laws vary from country to country, but, generally, such laws prohibit agreements or actions that reduce competition; prohibit agreements or understandings among competitors to fix or control prices; boycott specified suppliers or customers; divide or allocate markets or customers; or limit the production or sale of products or product lines for anticompetitive purposes.

Keyloop is committed to observing rigorously the applicable antitrust or competition laws of all countries in which it conducts business. You must never engage in such practices or discussions of such matters with Keyloop, other Keyloop partners, or representatives of other companies. Keyloop also prohibits the use of unfair methods of competition and deceptive practices such as making false or misleading representations about products or services, making product or service claims without facts to substantiate them.

Respect for Proprietary Rights
Keyloop respects the intellectual property rights of others and expects other companies to respect Keyloop’s intellectual property rights. You must respect the intellectual property of Keyloop and not use Keyloop’s patented technology or reproduce copyrighted software, trademarks, documentation, or other materials without written permission. In the course of working with or for Keyloop, you must not use proprietary information, patented technology or copyrighted software, documentation, or other materials of third parties without authorisation. In the event Keyloop discovers that such intellectual rights of any third Party has been utilised without proper authorisation, then, You must indemnify Keyloop against all loss, third party claims, damages, injury emanating out of such unauthorised usage  and without prejudiced to any of its rights under laws and under Contract, Keyloop shall also be entitled to terminate the underlying contract with you if the same is considered appropriate by Keyloop.
Protection of Confidential Information

You are required to protect confidential information (including “personal identifiable information”) to which you have access in connection with the provision of your products and services to Keyloop. You must safeguard confidential information by not transferring, publishing, using, or disclosing it other than as necessary in the ordinary course of business or as directed or authorised by Keyloop. Materials containing confidential information or protected by privacy standards must be handled in accordance with the applicable standards and laws and, at a minimum, be stored securely and shared internally with only employees with a need to know.

When requested by Keyloop, you are required to enable an evaluation by the Keyloop Security Organization to be carried out to ensure appropriate policies, security standards and procedures are followed when accessing, processing, or managing Keyloop confidential information, Keyloop networks, or a Keyloop customer’s networks.
You shall restrict access to the Information to their employees, accountants, auditors or any professional advisors or consultants who in each case shall need such access for the purpose of compliance with any legal or contractual or regulatory obligation or audit review or verification or legal proceedings.

In the event if any breach of this confidentiality obligation, you shall be liable to indemnify Keyloop against all loss, third party claims, damages, injury emanating out of such breach.

Compliance with Export/Import Laws
Keyloop requires that you comply with all applicable UK and other applicable foreign export/import laws or any applicable international trade regulations or bilateral treaties. Failure to comply could result in the loss or restriction of your or Keyloop's export/import privileges. You are responsible for understanding how the export control laws apply and for conforming to these laws and to ensure no direct or indirect exports/imports are made in violation of these laws or will be used for any purpose prohibited by these laws. 
Economic Boycotts
You must not participate directly or indirectly in any economic boycott and must not provide information that could be construed to support any such unsanctioned boycotts.
Conflicts Of Interest

The term “conflict of interest” describes any circumstance that could cast doubt on your ability to act with total objectivity with regard to Keyloop’s interests. Keyloop expects Keyloop Suppliers to be free from any conflicts of interest. Conflict of interest situations may arise in many ways. If you feel that you have an actual or potential conflict with Keyloop or any of its employees, you must report all pertinent details to Keyloop at the earliest. Further, you shall also take sincere efforts to remove such conflict of interest at the advice of Keyloop.

Human rights

As a supplier to Keyloop, you shall respect the personal dignity, privacy and rights of each individual, refuse to make any person work against his or her will; and prohibit behavior including gestures, language and physical contact, that is sexual, coercive, threatening, abusive or exploitative.

Health, safety and environmental management

You shall provide a safe and healthy workplace for all of your employees and shall conduct your business in an environmentally sustainable way. In particular, you will formally appoint a competent person to manage health, safety and environmental programs and improvements.

You would also establish appropriate organisational structures and procedures for the effective management of health, safety and environmental risks and ensure that all workers are sufficiently aware of these risks and appropriately trained on the implementation of control measure. Moreover, you would also ensure that your own suppliers comply with the above requirements.

Fair labor conditions and child labor

You shall ensure fair labour conditions. In particular, you will refrain from employment discrimination based on gender, age, ethnicity, nationality, religion, disability, union membership, political affiliation or sexual orientation. Keyloop expects you to not tolerate or use child labor in any stage of your activities other than in accordance with all applicable laws and regulations and make no use of any forced labor or involuntary prison labor and allow all employees the choice to leave their employment freely upon reasonable notice. Moreover, Keyloop expects its suppliers to compensate its employees fairly and follow local wage regulations and also fulfill their responsibilities under the social security and employee welfare legislations including in respect of Provident Fund, Employees State Insurance, Minimum Wages, Payment of Wages etc., aimed for the benefit of the employees 

Procurement by supplier:

You must under all circumstances procure goods and services in a responsible manner. In particular, you will select your own tier one suppliers providing goods or services directly or indirectly to Keyloop based on them agreeing to adhere to standards comparable to those set forth in this Keyloop Supplier Code of Business Conduct and Ethics. Moreover, the supplier needs to make sure that its suppliers comply with the standards agreed under this code to avoid delivery of goods or services that are in breach of this Keyloop Supplier Code of Business Conduct and Ethics.

Environmental Management:

We expect our suppliers to comply with all applicable laws, regulations and standards of the country where they are doing business and conduct their business and operations in a way that minimizes their impact on the environment. The supplier should ensure that their suppliers and sub-contractors are also complying with the principles of this Code. Moreover, the suppliers must adopt practices that deliver benefits to their own operations and supply chains, and improve their and our sustainable performances over time. The suppliers should also actively participate in projects that contribute towards making a difference to the environment.

II. GENERAL CONTRACTING ISSUES

Keyloop expects you and your employees to compete fairly and ethically for all business opportunities. Your employees who are involved in the sale or licensing of products/services, the negotiation of agreements, or the delivery of services to Keyloop are expected to understand and honour the terms of contractual agreements. Suppliers are required to ensure that all statements, communications, and representations to Keyloop are complete, accurate and truthful.
Dealing with Government

You must strictly observe the laws, rules, and regulations that govern the acquisition of goods and services by any governmental entity of any country and the performance of government contracts where you are providing such goods and/or services. If you deal with any governmental entity in connection with your relationship with Keyloop, you are responsible for learning and complying with all rules that apply to government contracting and interactions with government officials and employees. The Supplier must also assure compliance with all applicable legislations and adhere to stipulations of standards and certification schemes the relevant Government is committed to.

Lobbying of Government Officials
Lobbying is generally any activity that attempts to influence laws, regulations, policies, and rules. In certain jurisdictions, however, the legal definition of “lobbying” can also cover procurement and business development activity. You may not lobby any government official on behalf of Keyloop unless specifically retained by Keyloop for that purpose through a written agreement.

III. REPORTING VIOLATIONS

Keyloop Suppliers must report to Keyloop and to the relevant person within your organisation responsible for ethics and conduct, including conduct of any Keyloop employee that you reasonably believe to be in actual, apparent, or potential violation of the Code. Keyloop will seek to handle all such matters confidentially.
Such matters may be reported Keyloop through our ethics and compliance mailbox: ethics@keyloop.com

 

  • For general questions: ethics@keyloop.com, or your contact within the Keyloop Procurement group.

IV. ENFORCEMENT

Audits and Assessments.

Keyloop reserves the right and at its own expense to inspect Keyloop Supplier’s books, records and other documents as necessary to verify compliance with this Code. Such audits shall be conducted either by Keyloop or an approved third party and you shall extend all the required cooperation and assistance in this regard. In the event an audit identifies a violation, the Keyloop Supplier shall promptly act to remedy the situation to Keyloop’s satisfaction.

If the results of such an audit or inspection cause us to be of the opinion that you do not comply with this Keyloop Supplier Code of Business Conduct and Ethics, you shall take necessary corrective actions in a timely manner, as directed by us. Moreover, if you fail to comply with this Keyloop Supplier Code of Business Conduct and Ethics, we may take suitable action against you, including suspending or terminating your activities as one of our suppliers

You agree to abide by the terms of this Code, and acknowledge that compliance with this Code is required to maintain your status as a Keyloop Supplier.

V. Questions and Further Information

Should you have any other questions about this Policy, please contact the Compliance or Legal Department at ethics@keyloop.com.
Keyloop Holdings (UK) Limited
Cygnet Way, Charnham Park,
Hungerford, Berkshire,
RG17 0YL
+44 1488 662662